EX-2.1 2 ex21-agreementandplanofmer.htm AGREEMENT AND PLAN OF MERGER Exhibit
Exhibit 2.1
Execution Version


AGREEMENT AND PLAN OF MERGER
by and among
ANDEAVOR LOGISTICS LP,
TESORO LOGISTICS GP, LLC,
WESTERN REFINING LOGISTICS, LP,
WESTERN REFINING LOGISTICS GP, LLC
WNRL MERGER SUB LLC
and
WNRL GP MERGER SUB LLC
Dated as of August 13, 2017


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TABLE OF CONTENTS
Page
ARTICLE I

DEFINITIONS AND TERMS
1.1.Certain Definitions    3
1.2.Other Terms    14
1.3.Calculation of Time Periods    14
1.4.Additional Rules of Interpretation; Construction Provisions    14
ARTICLE II

The Mergers
2.1.The Merger    15
2.2.GP Merger    15
2.3.Closing    16
2.4.Effective Time    16
2.5.Effect of the Merger    16
2.6.Effect of the GP Merger    17
ARTICLE III

Effect of the Mergers on Equity Securities
3.1.Merger Consideration; Effect of the Mergers on Equity Securities    17
3.2.Treatment of Phantom Units    19
ARTICLE IV

Delivery of Merger Consideration; Procedures for Surrender
4.1.Exchange Agent    19
4.2.Procedures for Surrender    20
4.3.Distributions    21
4.4.Transfers    22
4.5.No Fractional Units    22
4.6.Termination of Exchange Fund    22
4.7.Lost, Stolen or Destroyed Certificates    22
4.8.Withholding Rights    23
4.9.No Dissenters’ Rights    23
4.10.Adjustments to Prevent Dilution    23

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ARTICLE V

Representations and Warranties of WMLP
5.1.Organization, Good Standing and Qualification    24
5.2.Capital Structure of WMLP    24
5.3.Corporate Authority; Approval and Fairness    25
5.4.Governmental Filings; No Violations; Certain Contracts, Etc.    26
5.5.WMLP SEC Reports; Financial Statements; Internal Controls    27
5.6.No Adverse Changes    28
5.7.Litigation and Liabilities    28
5.8.Employee Benefits    29
5.9.Labor Matters    30
5.10.Compliance with Laws; Licenses    31
5.11.Takeover Statutes    32
5.12.Environmental Matters    32
5.13.Tax Matters    32
5.14.Intellectual Property Rights    33
5.15.Insurance    34
5.16.WMLP Material Contracts    34
5.17.Real Property; Rights-of-Way    35
5.18.Opinion of Financial Advisor    35
5.19.Brokers and Finders    35
5.20.Information Supplied    35
5.21.No Other Representations or Warranties; Non-Reliance    36
ARTICLE VI

Representations and Warranties of the TMLP Parties and the Merger Subs
6.1.Organization, Good Standing and Qualification    37
6.2.Capital Structure of TMLP; Capitalization of LP Merger Sub    37
6.3.Corporate Authority    38
6.4.Governmental Filings; No Violations; Certain Contracts, Etc.    39
6.5.TMLP SEC Reports; Financial Statements; Internal Controls    40
6.6.No Adverse Changes    41
6.7.Litigation and Liabilities    41
6.8.Employee Benefits    42
6.9.Labor Matters    43
6.10.Compliance with Laws.    44
6.11.Takeover Statutes    45
6.12.Environmental Matters    45
6.13.Tax Matters    45
6.14.Intellectual Property Rights    47
6.15.Insurance    47
6.16.TMLP Material Contracts    47
6.17.Real Property; Rights-of-Way    48

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6.18.Brokers and Finders    48
6.19.Information Supplied    48
6.20.No Other Representations or Warranties; Non-Reliance    49
ARTICLE VII

Covenants
7.1.Interim Operations.    49
7.2.Reasonable Best Efforts    52
7.3.Filings; Information Supplied    53
7.4.Status    53
7.5.Access and Reports    54
7.6.Stock Exchange Listing and Delisting    54
7.7.Publicity    54
7.8.Unitholder Litigation    55
7.9.Financing    55
7.10.Expenses    55
7.11.Tax Matters    55
7.12.Indemnification; Directors’ and Officers’ Insurance    56
7.13.Distributions    57
7.14.Section 16 Matters    57
7.15.Conflicts Committee    58
ARTICLE VIII

Conditions
8.1.Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger    58
8.2.Conditions to Obligations of the TMLP Parties and the Merger Subs    59
8.3.Conditions to Obligation of the WMLP Parties    60
ARTICLE IX

Termination
9.1.Termination by Mutual Consent    62
9.2.Termination by Either the WMLP Parties or the TMLP Parties    62
9.3.Termination by the WMLP Parties    62
9.4.Termination by the TMLP Parties    62
9.5.Effect of Termination and Abandonment    62
ARTICLE X

Miscellaneous and General
10.1.Survival    63

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10.2.Modification or Amendment    63
10.3.Waiver of Conditions    63
10.4.Counterparts    64
10.5.GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE    64
10.6.Notices    65
10.7.Entire Agreement    67
10.8.No Third-Party Beneficiaries    68
10.9.Obligations of the TMLP Parties and of the WMLP Parties    68
10.10.Transfer Taxes    68
10.11.Severability    68
10.12.Successors and Assigns    69

Exhibit A
TMLP Restructuring Agreement
Exhibit B
Form of TMLP Partnership Agreement Amendment
Exhibit C
Support Agreement
Exhibit D
Surviving WMLP Partnership Agreement



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AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2017, is entered into by and among Western Refining Logistics, LP, a Delaware limited partnership (“WMLP”), Western Refining Logistics GP, LLC, a Delaware limited liability company (“WMLP GP”, and, together with WMLP, the “WMLP Parties”), Andeavor Logistics LP, a Delaware limited partnership (“TMLP”), Tesoro Logistics GP, LLC, a Delaware limited liability company (“TMLP GP”, and, together with TMLP, the “TMLP Parties”), WNRL Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of TMLP (“LP Merger Sub”), and WNRL GP Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of TMLP (“GP Merger Sub” and, together with the TMLP Parties, the WMLP Parties and LP Merger Sub, the “parties”).
RECITALS
WHEREAS, TMLP and WMLP, and TMLP GP and WMLP GP, desire to combine their businesses on the terms and conditions set forth in this Agreement;
WHEREAS, the conflicts committee (the “WMLP Conflicts Committee”) of the board of directors of WMLP GP (the “WMLP Board”) has unanimously (i) determined that this Agreement and the business combination provided for herein, pursuant to which LP Merger Sub will, upon the terms and subject to the conditions set forth herein, merge with and into WMLP (the “Merger”), with WMLP as the surviving entity, are in, or not opposed to, the best interest of WMLP and the holders (other than Andeavor (as defined below), the TMLP Parties, WMLP GP and their respective Affiliates) of WMLP’s common units representing limited partnership interests in WMLP (each such unit, a “WMLP Common Unit”), (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the holders of WMLP Common Units approve the Merger and adopt this Agreement and directed that this Agreement be submitted to the holders of WMLP Common Units by written consent for their adoption;
WHEREAS, pursuant to Section 5.2(a) of the WMLP GP LLC Agreement (as defined herein), the WMLP Board has delivered an irrevocable written consent to the entry by WMLP GP into this Agreement, and the performance of its obligations hereunder;
WHEREAS, pursuant to Section 5.6(b) of the WMLP GP LLC Agreement, Western Refining Southwest, Inc., an Arizona corporation (“WRSW”), as the sole member of WMLP GP, has delivered an irrevocable written consent, in its capacity as the sole member of WMLP GP, to the entry by WMLP GP and WMLP into this Agreement, and the performance of their respective obligations hereunder, and the transactions contemplated by this Agreement, including the Merger and the GP Merger (the “WMLP GP Member Consent”);
WHEREAS, the Board of Directors of WRSW, on behalf of WRSW in its capacity as the holder of TexNew Mex Units (as defined herein), has delivered an irrevocable unanimous written consent to the transactions contemplated in this Agreement and the Support



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Agreement (as defined herein), including the conversion of each TexNew Mex Unit into a TMLP TexNew Mex Unit (as defined herein);
WHEREAS, the conflicts committee (the “TMLP Conflicts Committee”) of the board of directors of TMLP GP (the “TMLP Board”) has, acting in good faith, unanimously (i) determined that the Merger is in the best interest of TMLP and its Subsidiaries treated as a single consolidated group and fair and reasonable to, and in the best interest of TMLP and the holders (other than Andeavor and its affiliates) of TMLP’s common units representing limited partnership interests in TMLP (each such unit, a “TMLP Common Unit”), (ii) approved and declared advisable the Merger and the consummation of the transactions contemplated hereby, and (iii) recommended that the TMLP Board approve the Merger, the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger;
WHEREAS, the TMLP Board, upon the recommendation of the TMLP Conflicts Committee, has (i) determined that this Agreement, the Merger and the other transaction documents contemplated by the Merger Agreement are fair to, and in the best interests of, TMLP and its partners, TMLP GP and its members and each of the Merger Subs and (ii) approved and declared advisable this Agreement, the other Transaction Documents (as defined below) to which TMLP and TMLP GP are a party and the transactions contemplated hereby, including the Merger and the GP Merger;
WHEREAS, (i) Andeavor, Tesoro Refining & Marketing Company LLC and Tesoro Alaska Company LLC, as all of the members of TMLP GP, have delivered an irrevocable written consent, in their capacity as the members of TMLP GP, to the entry by TMLP GP into this Agreement and the Sponsor Equity Restructuring Agreement in the form attached as Exhibit A hereto (the “TMLP Restructuring Agreement”) and the other Transaction Documents, and the performance of its obligations hereunder and thereunder, including with respect to the delivery of an amendment and restatement of the TMLP Partnership Agreement in the form attached as Exhibit B hereto (the “TMLP Partnership Agreement Amendment”) at the Effective Time, and (ii) Andeavor has agreed to cause TMLP GP to execute and deliver the TMLP Partnership Agreement Amendment, at the Effective Time, providing for, among other things, (A) the cancellation of the TMLP Incentive Distribution Rights (as defined below) and (B) conversion of the TMLP GP Interest (as defined below) owned by TMLP GP into a non-economic general partner interest in TMLP (which such cancellation of the TMLP Incentive Distribution Rights and conversion of the TMLP GP Interest have been approved by the TMLP Board upon the recommendation of the TMLP Conflicts Committee);
WHEREAS, TMLP has executed and delivered, (i) in accordance with Section 18-302 of the DLLCA and in its capacity as sole member of LP Merger Sub, a written consent adopting the plan of merger contained in this Agreement (the “LP Merger Sub Member Consent”), and (ii) in accordance with Section 18-302 of the DLLCA and in its capacity as sole member of GP Merger Sub, a written consent adopting the plan of merger contained in this Agreement (the “GP Merger Sub Member Consent”);
WHEREAS, by virtue of the Merger, upon the terms and subject to the conditions set forth in this Agreement, the holders of WMLP Common Units shall receive TMLP Common Units as more particularly set forth in this Agreement;

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WHEREAS, each WMLP Party, each TMLP Party, LP Merger Sub and GP Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement;
WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to the parties’ willingness to enter into this Agreement, St. Paul Park Refining Co. LLC (“SPP”), as record and beneficial owner of 628,224 WMLP Common Units representing 1.03% of the issued and outstanding WMLP Common Units, and WRSW, as record and beneficial owner of 31,390,623 WMLP Common Units representing 51.46% of the issued and outstanding WMLP Common Units, are entering into a support agreement, attached as Exhibit C to this Agreement, with TMLP and WMLP (the “Support Agreement”), pursuant to which and subject to the terms and conditions thereof, each of SPP and WRSW has agreed to vote (or cause the vote of, as applicable) the WMLP Common Units it beneficially owns (directly or indirectly) in favor of the adoption of the Merger, this Agreement and the transactions contemplated hereby; and
WHEREAS, concurrently with the execution and delivery of this Agreement, as a condition and inducement to the parties’ willingness to enter into this Agreement, Andeavor, TMLP and TMLP GP are entering into the TMLP Restructuring Agreement, pursuant to which and subject to the terms and conditions thereof, among other things, (A) the TMLP Incentive Distribution Rights will be cancelled and (B)  the TMLP GP Interest owned by TMLP GP will be converted into a non-economic general partner interest in TMLP upon the Closing (as defined herein).
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:
ARTICLE I

DEFINITIONS AND TERMS
1.1.    Certain Definitions. As used in this Agreement, except as otherwise specifically provided herein, the following terms have the meanings set forth in this Section 1.1:
Affiliate” has the meaning set forth in Rule 405 promulgated under the Securities Act, unless otherwise expressly stated herein; provided, however, that for purposes of this Agreement, the WMLP Parties and their respective Subsidiaries shall not be considered Affiliates of the TMLP Parties or any of the TMLP Parties’ other Affiliates, nor shall the TMLP Parties or any of their respective Affiliates be considered Affiliates of the WMLP Parties or any of their Subsidiaries.
Agreement” has the meaning set forth in the Preamble.
Andeavor” means Andeavor, a Delaware corporation.
Andeavor Parties” means Andeavor and its Subsidiaries, other than the TMLP Parties, the WMLP Parties and their respective Subsidiaries.

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Bankruptcy and Equity Exception” means bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Book-Entry Unit” has the meaning set forth in Section 3.1(c).
Business Day” means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks in the City of New York or the Department of State of the State of Delaware is required or authorized by Law to close.
Certificate” has the meaning set forth in Section 3.1(c).
Certificate of Merger” has the meaning set forth in Section 2.4(a).
Certificate of GP Merger” has the meaning set forth in Section 2.4(b).
Closing” has the meaning set forth in Section 2.3.
Closing Date” has the meaning set forth in Section 2.3.
Code” means the Internal Revenue Code of 1986, as amended.
Consent Statement/Prospectus” has the meaning set forth in Section 5.20.
Contract” means any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation.
Controlled Group Liability” has the meaning set forth in Section 5.8(d).
Converted TMLP Phantom Unit” has the meaning set forth in Section 3.2(a).
D&O Insurance” has the meaning set forth in Section 7.12(c).
DLLCA” means the Delaware Limited Liability Company Act, as amended.
DRULPA” means the Delaware Revised Uniform Limited Partnership Act, as amended.
DTC” has the meaning set forth in Section 4.2(a).
Effective Time” has the meaning set forth in Section 2.4(a).
Eligible Units” has the meaning set forth in Section 3.1(a).
Environment” means any surface water, groundwater, land surface, subsurface strata, river sediment, natural resources, air (including indoor air and ambient air) and soil.
Environmental Law” means any Law relating to: (a) the protection, preservation or remediation of health, safety or the Environment, (b) the generation, handling, use, treatment,

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storage, presence, transportation, disposal, release or threatened release of any Hazardous Substance or (c) noise, odor, employee exposure, wetlands, pollution, contamination or any injury or threat of injury to persons or property relating to any Hazardous Substance.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Plan” means any “employee benefit plans” within the meaning of Section 3(3) of ERISA.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Exchange Agent” has the meaning set forth in Section 4.1.
Exchange Fund” has the meaning set forth in Section 4.1.
Exchange Ratio” has the meaning set forth in Section 3.1(a).
GAAP” means generally accepted accounting principles in the United States.
Governing Documents” means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation, memorandum and articles of association, as the case may be, and bylaws, or comparable documents, (b) with respect to any Person that is a limited partnership, its certificate of limited partnership and partnership agreement, or comparable documents, (c) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement, or comparable documents and (d) with respect to any other Person that is not an individual, its comparable organizational documents.
Governmental Entity” means any domestic, foreign, tribal or transnational governmental, quasi-governmental, regulatory or self-regulatory authority, agency, commission, body, department or instrumentality or any court, tribunal or arbitrator or other entity or subdivision thereof or other legislative, executive or judicial entity of any nature.
GP Merger” has the meaning set forth in Section 2.2.
GP Merger Effective Time” has the meaning set forth in Section 2.4(b).
GP Merger Sub” has the meaning set forth in the Preamble.
GP Merger Sub Member Consent” has the meaning set forth in the Recitals.
Hazardous Substance” means any waste, substance, or material, whether solid, liquid, gaseous, or any combination of the foregoing, that is: (a) listed, classified, defined or regulated as a “hazardous material,” “hazardous waste,” “hazardous substance,” “toxic substance,” “contaminant,” or “pollutant,” or words of similar import, or otherwise regulated or classified as hazardous or toxic pursuant to any applicable Environmental Law; or (b) any

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petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive material or radon.
Indebtedness” means, with respect to any Person, without duplication, all obligations or undertakings by such Person: (a) for borrowed money (including deposits or advances of any kind to such Person); (b) evidenced by bonds, debentures, notes or similar instruments; (c) for capitalized leases or to pay the deferred and unpaid purchase price of property or equipment; (d) pursuant to securitization or factoring programs or arrangements; (e) pursuant to guarantees and arrangements having the economic effect of a guarantee of any Indebtedness of any other Person (other than between or among any of the TMLP Parties and their wholly owned Subsidiaries or between or among the WMLP Parties and their wholly owned Subsidiaries); (f) to maintain or cause to be maintained the financing, financial position or covenants of others or to purchase the obligations or property of others; (g) net cash payment obligations of such Person under swaps, options, derivatives and other hedging Contracts or arrangements that will be payable upon termination thereof (assuming termination on the date of determination); or (h) letters of credit, bank guarantees, and other similar Contracts or arrangements entered into by or on behalf of such Person.
Indemnified Person” has the meaning set forth in Section 7.12(a).
Insurance Policies” has the meaning set forth in Section 5.15.
Intellectual Property Rights” means, anywhere in the world, all (a) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (b) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (c) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists; (d) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (e) all other intellectual property or proprietary rights.
Intended Tax Treatment” has the meaning set forth in Section 7.11(c).
Knowledge” or any similar phrase means (a) with respect to the WMLP Parties, the actual knowledge after reasonable inquiry of the individuals set forth in Section 1.1 of the WMLP Disclosure Letter, and (b) with respect to the TMLP Parties, the actual knowledge after reasonable inquiry of the individuals set forth in Section 1.1 of the TMLP Disclosure Letter.
Law” means any applicable federal, state, local, foreign, tribal, international or transnational law, statute, ordinance, common law, rule, regulation, standard, judgment, determination, order, writ, injunction, decree, arbitration award, treaty, agency requirement, authorization, license or permit of any Governmental Entity.

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Letter of Transmittal” has the meaning set forth in Section 4.2(a).
Licenses” means all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity.
Lien” means any pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, prior assignment, license, sublicense or any other encumbrance of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.
LP Merger Sub” has the meaning set forth in the Preamble.
LP Merger Sub Member Consent” has the meaning set forth in the Recitals.
Merger” has the meaning set forth in the Recitals.
Merger Consideration” has the meaning set forth in Section 3.1(a).
Merger Subs” means, collectively, the LP Merger Sub and the GP Merger Sub.
NYSE” means the New York Stock Exchange.
Order” means any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement.
parties” has the meaning set forth in the Preamble.
Permitted Liens” means all: (a) mechanics’, materialmen’s, carriers’, workmen’s, repairmen’s, vendors’, operators’ or other like Liens, if any, that do not materially detract from the value of or materially interfere with the use of any of the assets of the WMLP Parties or their Subsidiaries or the TMLP Parties and their Subsidiaries, as applicable, subject thereto; (b) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (c) title defects or Liens (other than those constituting Liens for the payment of Indebtedness), if any, that do not or would not, individually or in the aggregate, impair in any material respect the use or occupancy of the assets of the WMLP Parties and their Subsidiaries or the TMLP Parties and their Subsidiaries, as applicable, taken as a whole; (d) Liens for Taxes that are not yet due and payable or that are being contested in good faith and for which adequate accruals or reserves have been established; and (e) Liens supporting surety bonds, performance bonds and similar obligations issued in connection with the businesses of the TMLP Parties and their Subsidiaries or the WMLP Parties and their Subsidiaries, as applicable.
Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

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Prior Transaction” has the meaning set forth in Section 5.8(g).
Registration Statement” has the meaning set forth in Section 5.20.
Representatives” means, with respect to any Person, such Person’s and each of its respective Subsidiaries’ and controlled Affiliates’ officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives.
Requisite WMLP Vote” has the meaning set forth in Section 5.3(a).
Rights” means, with respect to any Person, preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate such Person to issue or to sell any units representing limited partner interests or other securities of such Person or any securities or obligations convertible or exchangeable into or exercisable for, or giving any other Person a right to subscribe for or acquire, any securities of such Person.
Rights-of-Way” has the meaning set forth in Section 5.17(b).
Sarbanes-Oxley Act” has the meaning set forth in Section 5.5(a).
SEC” means the United States Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
Significant Subsidiary” has the meaning ascribed to such term in Rule 1-02(w) of Regulation S-X promulgated pursuant to the Exchange Act.
Special Limited Partner Interest” has the meaning set forth in the TMLP Partnership Agreement Amendment.
SPP” has the meaning set forth in the Recitals.
Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.
Support Agreement” has the meaning set forth in the Recitals.
Surviving Entity” has the meaning set forth in Section 2.1.
Surviving GP Entity” has the meaning set forth in Section 2.2.
Surviving WMLP Partnership Agreement” has the meaning set forth in Section 2.5(a).

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Tax” and “Taxes” means any and all U.S. federal, state, local, foreign or provincial taxes, charges, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and similar charges, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection or with respect thereto.
Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).
Termination Date” has the meaning set forth in Section 9.2(a).
TexNew Mex Unit” means the “TexNew Mex Units”, as such term is defined in the WMLP Partnership Agreement.
TexNew Mex Unit Consideration” has the meaning set forth in Section 3.1(b).
TMLP” has the meaning set forth in the Preamble.
TMLP Balance Sheet Date” means December 31, 2016.
TMLP Board” has the meaning set forth in the Recitals.
TMLP Common Unit” has the meaning set forth in the Recitals.
TMLP Conflicts Committee” has the meaning set forth in the Recitals.
TMLP Disclosure Letter” has the meaning set forth in Article VI.
TMLP Employee Benefit Plan” means any benefit or compensation plan, program, policy, practice, agreement, contract, arrangement or other obligation, whether or not in writing and whether or not funded, in each case, that is sponsored or maintained by, or required to be contributed to by the TMLP Parties or any of their Subsidiaries; provided, however, that no plan or agreement sponsored or maintained by Andeavor or any of its Affiliates other than the TMLP Parties shall constitute a TMLP Employee Benefit Plan. TMLP Employee Benefit Plans include, but are not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, employment, non-compete and/or non-solicit, consulting, retirement, severance, termination or change in control agreements, deferred compensation, equity-based, incentive, bonus, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind.
TMLP GP” has the meaning set forth in the Preamble.
TMLP GP Interest” means the “General Partner Interest”, as such term is defined in the TMLP Partnership Agreement.

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TMLP GP LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of TMLP GP, dated as of July 1, 2014, as amended by Amendment No. 1, dated as of September 30, 2014, Amendment No. 2, dated as of November 12, 2015, Amendment No. 3, dated as of July 1, 2016, Amendment No. 4, dated as of September 16, 2016, and Amendment No. 5, dated as of November 21, 2016.
TMLP GP Unit” means a “General Partner Unit”, as such term is defined in the TMLP Partnership Agreement.
TMLP Incentive Distribution Right” means an “Incentive Distribution Right”, as such term is defined in the TMLP Partnership Agreement.
TMLP Long-Term Incentive Plan” means the TMLP 2011 Long-Term Incentive Plan, as amended and restated on October 4, 2016.
TMLP Material Adverse Effect” means any change, event, occurrence or effect that, individually or taken together with any other changes, events, occurrences or effects is, or would reasonably be expected to be, materially adverse to the financial condition, properties, business or results of operations of TMLP and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no change, event, occurrence or effect, individually or in the aggregate, to the extent arising out of, resulting from or attributable to any of the following, shall constitute or be taken into account in determining whether a TMLP Material Adverse Effect has occurred or would reasonably be expected to occur: (a) any changes in the economy or financial markets generally in the United States or any other country or changes that are the result of acts of war, sabotage or terrorism or of natural disasters; (b) any changes that are the result of factors generally affecting the petrochemical refining or pipeline industries; (c) (i) the (A) announcement, or (B) consummation, of the transactions contemplated by this Agreement; provided that the exception in clause (B) shall not apply to any representation or warranty contained in Article VI if the primary purpose of such representation or warranty is from the face of such representation or warranty to address the consequences resulting from the consummation of the Merger or the GP Merger; or (ii) any litigation brought by or on behalf of any current or former holder of TMLP Common Units, in its capacity as such, arising from allegations of any breach of duty or violation of Law or breach relating to this Agreement, the TMLP Partnership Agreement, the Merger or the GP Merger; (d) changes in Law or in GAAP after the date of this Agreement; (e) any failure in and of itself to meet any internal or publicly available projections, forecasts, estimates or predictions for any period ending on or after the date of this Agreement and prior to the Closing (provided that the exception in this clause (e) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such failure has resulted in or contributed to a TMLP Material Adverse Effect); (f) any decline in the market price, trading volume or credit rating of any of TMLP’s securities (provided that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such change has resulted in or contributed to a TMLP Material Adverse Effect); (g) (i) any action taken (or omitted to be taken) at the written request of WMLP or that is expressly required by this Agreement or (ii) the failure to take any specific action expressly prohibited by this Agreement for which WMLP declined to consent; and (h) any change in the prices of natural gas, crude oil, refined petroleum products, other hydrocarbon products or natural gas liquids or products produced from hydrocarbon

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products, natural gas liquids or crack spreads; provided further that, any change, effect, event or occurrence referred to in clauses (a), (b), (d) and (h) shall be taken into account for purposes of determining whether a TMLP Material Adverse Effect has occurred to the extent, and only to the extent, that such change, effect, event or occurrence (i) primarily relates only to (or has the effect of primarily relating only to) TMLP and its Subsidiaries or (ii) disproportionately adversely affects TMLP and its Subsidiaries compared to other companies of similar size operating in the petrochemical refining and pipeline industries.
TMLP Material Contract” has the meaning set forth in Section 6.16(b).
TMLP Parties” has the meaning set forth in the Preamble.
TMLP Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of TMLP, dated as of April 26, 2011, as amended by Amendment No. 1, dated as of December 2, 2014, and Amendment No. 2, dated as of November 21, 2016.
TMLP Partnership Agreement Amendment” has the meaning set forth in the Recitals.
TMLP Phantom Unit” means a “Phantom Unit” as defined in and awarded under the TMLP Long-Term Incentive Plan.
TMLP Restructuring Agreement” has the meaning set forth in the Recitals.
TMLP SEC Reports” has the meaning set forth in Section 6.5(a).
TMLP TexNew Mex Unit” has the meaning set forth in Section 3.1(b).
Transaction Documents” means, collectively, this Agreement, the Support Agreement, the TMLP Restructuring Agreement and the TMLP Partnership Agreement Amendment, including all exhibits, annexes and schedules thereto.
Treasury Regulation” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references in this Agreement to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary or final Treasury Regulations.
Western” means Western Refining, Inc., a Delaware corporation.
WMLP” has the meaning set forth in the Preamble.
WMLP Balance Sheet Date” means December 31, 2016.
WMLP Board” has the meaning set forth in the Recitals.
WMLP Common Unit” has the meaning set forth in the Recitals.

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WMLP Conflicts Committee” has the meaning set forth in the Recitals.
WMLP Conflicts Committee Financial Advisor” has the meaning set forth in Section 5.18.
WMLP Disclosure Letter” has the meaning set forth in Article V.
WMLP Employee” means any current or former employee, officer, director or independent contractor (who is a natural person) of WMLP, WMLP GP or any of their Subsidiaries.
WMLP Employee Benefit Plan” means any benefit or compensation plan, program, policy, practice, agreement, contract, arrangement or other obligation, whether or not in writing and whether or not funded, in each case, that is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability is borne by the WMLP Parties or any of their Subsidiaries; provided, however, that no plan or agreement (i) that is sponsored, maintained or required to be contributed to by Western, Andeavor or any of their Affiliates that is not a WMLP Party and (ii) that is not also sponsored or maintained by a WMLP Party shall constitute a WMLP Employee Benefit Plan. WMLP Employee Benefit Plans include, but are not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, employment, non-compete and/or non-solicit, consulting, retirement, severance, termination or change in control agreements, deferred compensation, equity-based, incentive, bonus, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind.
WMLP GP” has the meaning set forth in the Preamble.
WMLP GP Interest” means the “General Partner Interest”, as such term is defined in the WMLP Partnership Agreement.
WMLP GP LLC Agreement” means the First Amended and Restated Limited Liability Company Agreement of WMLP GP, dated as of October 16, 2013.
WMLP GP Member Consent” has the meaning set forth in the Recitals.
WMLP Incentive Distribution Right” means an “Incentive Distribution Right”, as such term is defined in the WMLP Partnership Agreement.
WMLP Long-Term Incentive Plan” means the WMLP 2013 Long-Term Incentive Plan.
WMLP Material Adverse Effect” means any change, event, occurrence or effect that, individually or taken together with any other changes, events, occurrences or effects is, or would reasonably be expected to be, materially adverse to the financial condition, properties, business or results of operations of WMLP and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no change, event, occurrence or effect, individually or in the aggregate, to the extent arising out of, resulting from or attributable to any of the following, shall constitute or be taken into account in determining whether a WMLP Material

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Adverse Effect has occurred or would reasonably be expected to occur: (a) any changes in the economy or financial markets generally in the United States or any other country or changes that are the result of acts of war, sabotage or terrorism or of natural disasters; (b) any changes that are the result of factors generally affecting the petrochemical refining or pipeline industries; (c) (i) the (A) announcement, or (B) consummation, of the transactions contemplated by this Agreement; provided that the exception in clause (B) shall not apply to any representation or warranty contained in Article V if the primary purpose of such representation or warranty is from the face of such representation or warranty to address the consequences resulting from the consummation of the Merger or the GP Merger; or (ii) any litigation brought by or on behalf of any current or former holder of WMLP Common Units, in its capacity as such, arising from allegations of any breach of duty or violation of Law or breach relating to this Agreement, the WMLP Partnership Agreement, the Merger or the GP Merger; (d) changes in Law or in GAAP after the date of this Agreement; (e) any failure in and of itself to meet any internal or publicly available projections, forecasts, estimates or predictions for any period ending on or after the date of this Agreement and prior to the Closing (provided that the exception in this clause (e) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such failure has resulted in or contributed to a WMLP Material Adverse Effect); (f) any decline in the market price, trading volume or credit rating of any of WMLP’s securities (provided that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such change has resulted in or contributed to a WMLP Material Adverse Effect); (g) (i) any action taken (or omitted to be taken) at the written request of TMLP or that is expressly required by this Agreement or (ii) the failure to take any specific action expressly prohibited by this Agreement for which TMLP declined to consent; (h) any change in the prices of natural gas, crude oil, refined petroleum products, other hydrocarbon products or natural gas liquids or products produced from hydrocarbon products, natural gas liquids or crack spreads; and (i) any plans or strategies that Andeavor may develop with respect to WMLP and its business, regardless of whether or not publicly announced and regardless of whether or not such plans or strategies would be contingent on the completion of the Merger or failure of the Merger to be completed, including any plans or strategies with respect to the amount or timing of any future distributions of WMLP or the likelihood or nature of any future dropdowns to WMLP; provided further that, any change, effect, event or occurrence referred to in clauses (a), (b), (d) and (h) shall be taken into account for purposes of determining whether a WMLP Material Adverse Effect has occurred to the extent, and only to the extent, that such change, effect, event or occurrence (i) primarily relates only to (or has the effect of primarily relating only to) WMLP and its Subsidiaries or (ii) disproportionately adversely affects WMLP and its Subsidiaries compared to other companies of similar size operating in the petrochemical refining and pipeline industries.
WMLP Material Contract” has the meaning set forth in Section 5.16(b).
WMLP Parties” has the meaning set forth in the Preamble.
WMLP Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of WMLP, dated as of June 19, 2017.
WMLP Phantom Unit” means a Phantom Unit as defined in and awarded pursuant to the WMLP Long-Term Incentive Plan.

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WMLP SEC Reports” has the meaning set forth in Section 5.5(a).
Written Consent” means approval of this Agreement and the transaction contemplated hereby, including the Merger and the GP Merger, by written consent without a meeting in accordance with Section 13.11 of the WMLP Partnership Agreement of the holders of WMLP Common Units constituting a Unit Majority (as defined in the WMLP Partnership Agreement).
WRSW” has the meaning set forth in the Recitals.
1.2.    Other Terms. Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first used or, if no meaning is set forth, the meaning required by the context in which such term is used.
1.3.    Calculation of Time Periods. Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded. If the last day of the period is a non-Business Day, the period in question shall end on the next Business Day.
1.4.    Additional Rules of Interpretation; Construction Provisions. Unless the express context otherwise requires:
(a)    the word “day” means calendar day;
(b)    the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(c)    the terms defined in the singular have a comparable meaning when used in the plural and vice versa;
(d)    the term “dollars” and the symbol “$” mean United States Dollars;
(e)    references in this Agreement to a specific Article, Section, Subsection, Recital, Preamble, Schedule or Exhibit shall refer, respectively, to Articles, Sections, Subsections, Recitals, Preamble, Schedules or Exhibits of this Agreement;
(f)    wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;
(g)    references in this Agreement to any gender include the other gender;
(h)    references in this Agreement to the “United States” or abbreviations thereof mean the United States of America and its territories and possessions;
(i)    the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”;

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(j)    all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP;
(k)    except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, reenacted, consolidated or replaced from time to time and in the case of any such amendment, reenactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, reenacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith;
(l)    except as otherwise specifically provided herein, all references in this Agreement to any Contract (including this Agreement) or other agreement, document or instrument mean such Contract or other agreement, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addenda, exhibits and any other documents attached or incorporated by reference thereto; and
(m)    the parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
ARTICLE II    

The Mergers
2.1.    The Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time, LP Merger Sub shall be merged with and into WMLP and the separate existence of LP Merger Sub shall thereupon cease. WMLP shall be the surviving limited partnership in the Merger (sometimes hereinafter referred to as the “Surviving Entity”) and following the Merger, shall be a subsidiary of TMLP, and the separate existence of WMLP with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Section 2.5. The Merger shall be conducted in accordance with and shall have the effects set forth in this Agreement and the applicable provisions of the DRULPA.
2.2.    GP Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the GP Merger Effective Time, GP Merger Sub shall be merged with and into WMLP GP (the “GP Merger”) and the separate existence of GP Merger Sub shall thereupon cease to exist. WMLP GP shall be the surviving entity in the GP Merger (sometimes hereinafter referred to as the “Surviving GP Entity”) and the separate existence of WMLP GP with all of its rights, privileges, immunities, powers and franchises shall continue

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unaffected by the GP Merger. The GP Merger shall be conducted in accordance with and shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA.
2.3.    Closing. Unless otherwise mutually agreed in writing by each of the parties, the closing of the Merger and the GP Merger (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 811 Main Street, Houston, Texas, at 10:00 a.m. (Eastern Time) on the second Business Day (the “Closing Date”) following the day on which the last to be satisfied or waived of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement.
2.4.    Effective Time.
(a)    As soon as practicable following, and on the date of, the Closing, WMLP and TMLP will cause a Certificate of Merger effecting the Merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware, duly executed in accordance with the relevant provisions of DRULPA and DLLCA, as applicable. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Certificate of Merger (the “Effective Time”).
(b)    Concurrently with or as soon as practicable following the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, a Certificate of Merger effecting the GP Merger (the “Certificate of GP Merger”) shall be filed with the Secretary of State of the State of Delaware, duly executed in accordance with the relevant provisions of DLLCA. The GP Merger shall become effective at the time when the Certificate of GP Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the Certificate of GP Merger (the “GP Merger Effective Time”). The parties hereto shall take all actions such that the GP Merger Effective Time shall be the same date and time as the Effective Time.
2.5.    Effect of the Merger.
(a)    At the Effective Time: (i) the certificate of limited partnership of WMLP as in effect immediately prior to the Effective Time shall continue as the certificate of limited partnership of the Surviving Entity; (ii) the WMLP Partnership Agreement shall be amended and restated to read in its entirety as set forth in Exhibit D hereto (the “Surviving WMLP Partnership Agreement”), and, as so amended and restated, shall continue in effect until thereafter changed or amended as provided therein or by applicable Law and in each case consistent with the obligations set forth in Section 7.12(b); (iii) TMLP shall, and shall cause WMLP GP to, execute and deliver the Surviving WMLP Partnership Agreement; (iv) each of TMLP and WMLP GP shall be bound by the Surviving WMLP Partnership Agreement upon execution and delivery thereof by TMLP and WMLP GP; (v) pursuant to the Surviving WMLP Partnership Agreement, WMLP GP shall continue as the sole general partner of WMLP with a non-economic general partner interest in WMLP; (vi) TMLP shall be admitted to WMLP as the sole limited partner of WMLP and all limited partners of WMLP immediately prior to the Merger shall simultaneously cease to be limited partners of WMLP; (vii) WMLP shall continue

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without dissolution; and (viii) the books and records of WMLP shall be revised to reflect the foregoing.
(b)    TMLP GP consents to the admission to TMLP, as a limited partner of TMLP, of each holder of WMLP Common Units who is issued TMLP Common Units in exchange for such holder’s WMLP Common Units in accordance with Article IV upon the proper surrender of a Certificate or Book-Entry Unit. Upon such a surrender of a Certificate (or upon a waiver of the requirement to surrender a Certificate granted by TMLP GP in its sole discretion) or Book-Entry Units, the recording of the name of such Person as a limited partner of TMLP (and as the Record Holder (as such term is defined in the TMLP Partnership Agreement) of such TMLP Common Units) on the books and records of TMLP and its Transfer Agent (as such term is defined in the TMLP Partnership Agreement), and the issuance of TMLP Common Units to such person in accordance with Section 3.1, such Person shall automatically be admitted to TMLP as a limited partner of TMLP and be bound by the TMLP Partnership Agreement as such in accordance with Section 10.1 of the TMLP Partnership Agreement. By its surrender of a Certificate or Book-Entry Units, a former holder of WMLP Common Units confirms its agreement to be bound by all of the terms and conditions of the TMLP Partnership Agreement, including any power of attorney granted therein.
2.6.    Effect of the GP Merger. At the GP Merger Effective Time: (a) the certificate of formation of WMLP GP as in effect immediately prior to the GP Merger Effective Time shall continue as the certificate of formation of the Surviving GP Entity; (b) all limited liability company interests of GP Merger Sub issued and outstanding immediately prior to the GP Merger Effective Time shall be converted into 100% of the limited liability company interests of the Surviving GP Entity; (c) the WMLP GP LLC Agreement as in effect immediately prior to the GP Merger Effective Time shall continue as the limited liability company agreement of the Surviving GP Entity; (d) TMLP shall be admitted as the sole member of WMLP GP and all members of WMLP GP immediately prior to the GP Merger shall simultaneously cease to be members of WMLP GP; (e) WMLP GP shall continue without dissolution; and (f) the books and records of WMLP GP shall be revised to reflect the foregoing.
ARTICLE III    

Effect of the Mergers on Equity Securities
3.1.    Merger Consideration; Effect of the Mergers on Equity Securities. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any of the parties, any holder of WMLP Common Units, any holder of TMLP Common Units or any other Person:
(a)    Subject to Section 3.1(d), Section 4.5 and Section 4.10, each WMLP Common Unit issued and outstanding immediately prior to the Effective Time (such WMLP Common Units, the “Eligible Units”) shall be converted into the right to receive 0.5233 (the “Exchange Ratio”) validly issued, fully paid and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) TMLP Common Units (such number of TMLP Common Units, the “Merger Consideration”).

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(b)    Each TexNew Mex Unit issued and outstanding immediately prior to the Effective Time shall be converted into a right for WRSW to receive a validly issued, fully paid and non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) TexNew Mex Unit representing a limited partner interest in TMLP (a “TMLP TexNew Mex Unit”), a new class of units in TMLP containing provisions substantially equivalent to the provisions set forth in Section 5.12 of the WMLP Partnership Agreement without abridgement, including the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the TexNew Mex Units have immediately prior to the Closing (the “TexNew Mex Unit Consideration”).
(c)    All of the Eligible Units converted into the right to receive the Merger Consideration and all of the TexNew Mex Units converted into the right to receive the TexNew Mex Unit Consideration pursuant to this Article III shall cease to be outstanding, shall be cancelled and shall cease to exist as of the Effective Time, and each certificate formerly representing any of the Eligible Units or TexNew Mex Units (each, a “Certificate”) and each book-entry account formerly representing any non-certificated Eligible Units or TexNew Mex Units (each, a “Book-Entry Unit”) shall thereafter represent only the right to receive the Merger Consideration or the TexNew Mex Unit Consideration, as applicable, and the right, if any, to receive pursuant to Section 4.5 cash in lieu of fractional units into which such Eligible Units have been converted pursuant to this Section 3.1(c) and any distributions pursuant to Section 4.3, in each case without interest.
(d)    3,634,473 WMLP Common Units that are owned immediately prior to the Effective Time directly or indirectly by WRSW or its Affiliates shall be cancelled without any further action by any Person (and shall not be entitled to receive the Merger Consideration). In consideration for such cancellation, and in connection with the Merger, WRSW shall receive the Special Limited Partner Interest and any capital account in WMLP associated with such cancelled WMLP Common Units.
(e)    The WMLP Incentive Distribution Rights outstanding immediately prior to the Effective Time shall be cancelled without any further action by any Person. In consideration for such cancellation, and in connection with the Merger, WRSW shall receive the Special Limited Partner Interest and any capital account in WMLP associated with the WMLP Incentive Distribution Rights immediately prior to the Merger.
(f)    Each limited liability company interest of LP Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into WMLP Common Units, which shall constitute in the aggregate 100% of the aggregate partnership interest (as defined in DRULPA) of all limited partners in the Surviving Entity.
(g)    TMLP’s partnership interests issued and outstanding immediately prior to the Effective Time shall be unchanged and remain outstanding and each limited partner and general partner admitted to TMLP immediately prior to the Effective Time shall continue as a limited partner and general partner, as applicable.

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3.2.    Treatment of Phantom Units.
(a)    WMLP Phantom Units. At the Effective Time, each outstanding WMLP Phantom Unit, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, cease to represent a phantom unit denominated in shares of WMLP Common Units and shall be converted into a phantom unit denominated in TMLP Common Units (each, a “Converted TMLP Phantom Unit”). The number of TMLP Common Units subject to each Converted TMLP Phantom Unit shall be equal to the product (rounded down to the nearest whole number) of (x) the number of WMLP Common Units subject to such WMLP Phantom Unit immediately prior to the Effective Time multiplied by (y) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each such Converted TMLP Phantom Unit shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable WMLP Phantom Unit immediately prior to the Effective Time. For the avoidance of doubt, any then-accumulated distribution equivalent amounts payable pursuant to distribution equivalent rights with respect to each WMLP Phantom Unit will carry over and be paid to the holder upon, and subject to, the vesting of the Converted TMLP Phantom Unit that corresponds to the WMLP Phantom Unit to which such distribution equivalent amounts related.
(b)    WMLP Actions. At or prior to the Effective Time, WMLP and the WMLP Board, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the WMLP Phantom Units and to give effect to this Section 3.2. WMLP shall take all actions necessary to ensure that from and after the Effective Time, neither TMLP nor the Surviving Entity will be required to deliver WMLP Common Units or other units of WMLP to any Person pursuant to or in settlement of WMLP Phantom Units.
(c)    TMLP Actions. TMLP shall take all actions that are necessary for the assumption of the WMLP Phantom Units pursuant to Section 3.2(a), including the reservation, issuance and listing of TMLP Common Units as necessary to effect the transactions contemplated by this Section 3.2.
ARTICLE IV    

Delivery of Merger Consideration; Procedures for Surrender
4.1.    Exchange Agent. At or prior to the Effective Time, TMLP shall deposit or cause to be deposited with an exchange agent selected by TMLP with WMLP’s prior approval (which approval shall not be unreasonably conditioned, withheld or delayed) to serve as the exchange agent (the “Exchange Agent”), for the benefit of the holders of Eligible Units and TexNew Mex Units, (a) an aggregate number of TMLP Common Units and TMLP TexNew Mex Units, as applicable, to be issued in uncertificated form or book-entry form and (b) an aggregate amount of cash comprising approximately the aggregate amount of cash required to be paid in lieu of any fractional units of Eligible Units pursuant to Section 4.5. In addition, TMLP shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, any distributions, if any, to which the holders of Eligible Units or TexNew Mex Units, as applicable, may be entitled pursuant to Section 4.3 with both a record and

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payment date after the Effective Time and prior to the surrender of such Eligible Units or TexNew Mex Units, as applicable, pursuant to the terms of this Agreement. Such TMLP Common Units and TMLP TexNew Mex Units, cash in lieu of any fractional units payable pursuant to Section 4.5 and the amount of any distributions deposited with the Exchange Agent pursuant to this Section 4.1, is referred to in this Agreement as the “Exchange Fund”. The Exchange Fund shall not be used for any purpose other than a purpose expressly provided for in this Agreement. The cash portion of the Exchange Fund shall be invested by the Exchange Agent as reasonably directed by the TMLP Parties.
4.2.    Procedures for Surrender.
(a)    Promptly after the Effective Time (and in any event within four Business Days thereafter), TMLP shall cause the Exchange Agent to mail to each holder of record of Eligible Units or TexNew Mex Units, as applicable, that are (i) Certificates or (ii) Book-Entry Units not held through The Depositary Trust Company (“DTC”) notice advising such holders of the effectiveness of the Merger, including (A) appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or such Book-Entry Units shall pass only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 4.7) or transfer of the Book-Entry Unit to the Exchange Agent (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units), such materials to be in such form and have such other provisions as the TMLP Parties desire with approval of the WMLP Parties (such approval not to be unreasonably withheld, conditioned or delayed) (the “Letter of Transmittal”), and (B) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) or transferring the Book-Entry Units to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. With respect to Book-Entry Units held through DTC, TMLP and WMLP shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees on the Closing Date (or if Closing occurs after 11:30 a.m. (New York Time) on the Closing Date, on the first Business Day after the Closing Date), upon surrender of Eligible Units or TexNew Mex Units, as applicable, held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, TexNew Mex Unit Consideration, as applicable, cash in lieu of fractional units of TMLP Common Units, if any, to be issued or paid in consideration therefor and distributions, in each case, to which the beneficial owners thereof are entitled pursuant to the terms of this Agreement.
(b)    Upon surrender to the Exchange Agent of Eligible Units or TexNew Mex Units, as applicable, that are Certificates, by physical surrender of such Certificate (or affidavit of loss in lieu of a Certificate, as provided in Section 4.7) or that are Book-Entry Units, by book-receipt of an “agent’s message” in customary form by the Exchange Agent in connection with the transfer of Book-Entry Units, in accordance with the terms of the Letter of Transmittal and accompanying instructions or, with respect to Book-Entry Units held through DTC, in accordance with DTC’s customary procedures (it being understood that the holders of Book-Entry Units shall be deemed to have surrendered such units upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably

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request) and such other procedures as agreed by the WMLP Parties, the TMLP Parties, the Exchange Agent and DTC, the holder of such Certificate or Book-Entry Units shall be entitled to receive in exchange therefor (i) that number of whole units of TMLP Common Units that such holder is entitled to receive pursuant to Section 3.1 and (ii) a check in the amount (after giving effect to any required Tax withholdings as provided in Section 4.8) (A) any cash in lieu of fractional units payable pursuant to Section 4.5 plus (B) any unpaid non-stock distributions and any other distributions that such holder has the right to receive pursuant to Section 4.3.
(c)    No interest will be paid or accrued on any amount payable upon due surrender of Eligible Units or TexNew Mex Units, as applicable, and any Certificate or ledger entry relating to Book-Entry Units formerly representing WMLP Common Units or TexNew Mex Units, as applicable, that have been so surrendered shall be cancelled by the Exchange Agent.
(d)    In the event of a transfer of ownership of certificated Eligible Units that is not registered in the transfer records of WMLP, the proper number of TMLP Common Units, together with a check for any cash (after giving effect to any required Tax withholdings as provided in Section 4.8) to be paid upon due surrender of the Certificate and any distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Eligible Units is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable unit transfer Taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to the Exchange Agent. With respect to Book-Entry Units, payment of the applicable Merger Consideration or TexNew Mex Unit Consideration, as applicable, and any cash in lieu of fractional units payable pursuant to Section 4.5 and any distributions pursuant to Section 4.3 shall only be made to the Person in whose name such Book-Entry Units are registered in the unit transfer books of WMLP.
4.3.    Distributions. All TMLP Common Units and TMLP TexNew Mex Units to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a distribution is declared by TMLP in respect of the TMLP Common Units or TMLP TexNew Mex Units, the record date for which is at or after the Effective Time, that declaration shall include distributions in respect of all units issuable pursuant to this Agreement. No distributions in respect of the TMLP Common Units or TMLP TexNew Mex Units shall be paid to any holder of any unsurrendered Eligible Unit or TexNew Mex Unit, as applicable, until the Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 4.7) or Book-Entry Unit is surrendered for exchange in accordance with this Article IV. Subject to the effect of escheat, Tax or other applicable Laws, following such surrender, there shall be issued and/or paid to the holder of record of the whole TMLP Common Units issued in exchange for Eligible Units, or whole TMLP TexNew Mex Units issued in exchange for TexNew Mex Units, in accordance with this Article IV, without interest, (a) at the time of such surrender, the distributions in respect of TMLP Common Units or TMLP TexNew Mex Units, with a record date at or after the Effective Time and payment date prior to or on the date of surrender and (b) at the appropriate payment date, the distributions payable with respect to such whole TMLP Common Units or TMLP TexNew Mex Units, as applicable, with a record date at or after the Effective Time but with a payment date subsequent to surrender.

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4.4.    Transfers. From and after the Effective Time, there shall be no transfers on the unit transfer books of WMLP of the WMLP Common Units or TexNew Mex Units that were outstanding immediately prior to the Effective Time.
4.5.    No Fractional Units. Notwithstanding any other provision of this Agreement, no fractional TMLP Common Units will be issued upon the conversion of WMLP Common Units pursuant to Section 3.1. All fractional TMLP Common Units that a holder of Eligible Units would be otherwise entitled to receive pursuant to Section 3.1 shall be aggregated and rounded to three decimal places. Any holder of Eligible Units otherwise entitled to receive a fractional units of TMLP Common Units but for this Section 4.5 shall be entitled to receive a cash payment, without interest, rounded to the nearest cent, equal to the product of (A) the aggregated amount of the fractional interest in TMLP Common Units to which such holder would, but for this Section 4.5, be entitled and (B) an amount equal to the average of the volume weighted average price per unit of TMLP Common Units on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by TMLP and WMLP) on each of the ten (10) consecutive trading days ending with the complete trading day immediately prior to the Effective Time. No holder of Eligible Units shall be entitled by virtue of the right to receive cash in lieu of fractional units of TMLP Common Units described in this Section 4.5 to any distributions, voting rights or any other rights in respect of any fractional unit of TMLP Common Units. The payment of cash in lieu of fractional units of TMLP Common Units is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchange.
4.6.    Termination of Exchange Fund. Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund and any TMLP Common Units) that remains unclaimed twelve months after the Effective Time shall be delivered to TMLP. Any holder of Eligible Units or TexNew Mex Units who has not theretofore complied with this Article IV shall thereafter look only to TMLP for delivery of the Merger Consideration or TexNew Mex Unit Consideration, as applicable, and payment of any cash and distributions in respect thereof payable and/or issuable pursuant to Section 3.1, Section 4.3 and Section 4.5, in each case, without any interest thereon. Notwithstanding the foregoing, none of the Surviving Entity, TMLP, the Exchange Agent or any other Person shall be liable to any former holder of WMLP Common Units or TexNew Mex Units for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. If any Certificate or Book-Entry Unit has not been surrendered prior to the date on which the Merger Consideration would escheat to or become the property of any Governmental Entity, any Merger Consideration and the cash, if any, to be paid in respect of such Certificate or Book-Entry Unit shall, to the extent permitted by applicable Law, immediately prior to such time become the property of TMLP, free and clear of all claims or interest of any Person previously entitled thereto.
4.7.    Lost, Stolen or Destroyed Certificates. In the event any Certificate representing Eligible Units or TexNew Mex Units shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the TMLP Parties, the posting by such Person of a bond in customary amount and upon such terms as may be required by the TMLP Parties as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger

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Consideration or TexNew Mex Units Consideration, as applicable, and any cash or unpaid distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered.
4.8.    Withholding Rights. Each of TMLP, the Surviving Entity and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax Law (and to the extent deduction and withholding is required, such deduction and withholding may be taken in TMLP Common Units). To the extent that amounts are so withheld by TMLP, the Surviving Entity or the Exchange Agent, as the case may be, such withheld amounts (a) shall be timely remitted by TMLP, the Surviving Entity or the Exchange Agent, as applicable, to the applicable Governmental Entity, and (b) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made. If withholding is taken in TMLP Common Units, TMLP, the Surviving Entity or the Exchange Agent shall be treated as having sold such TMLP Common Units for an amount of cash equal to the fair market value of such TMLP Common Units at the time of such deemed sale and paid such cash proceeds to the appropriate Governmental Entity.
4.9.    No Dissenters’ Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger, the GP Merger or the other transactions contemplated by this Agreement.
4.10.    Adjustments to Prevent Dilution. Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement to the earlier of the Effective Time and termination in accordance with Article IX, the issued and outstanding WMLP Common Units or securities convertible or exchangeable into or exercisable for WMLP Common Units or the issued and outstanding TMLP Common Units or securities convertible or exchangeable into or exercisable for TMLP Common Units, shall have been changed into a different number of units or securities or a different class by reason of any reclassification, unit split (including a reverse unit split), unit distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a distribution paid in units with a record date within such period shall have been declared, then the Merger Consideration shall be equitably adjusted to provide the holders of WMLP Common Units and TMLP the same economic effect as contemplated by this Agreement prior to such event, and such items, so adjusted shall, from and after the date of such event, be the Merger Consideration. Nothing in this Section 4.10 shall be construed to permit TMLP or WMLP to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement. For the avoidance of any doubt, and notwithstanding anything to the contrary in this Agreement, this Section 4.10 shall not apply to, and nothing in this Agreement shall prohibit, (a) the issuance of TMLP Common Units for cash or cash equivalents or (b) the cancellation of the TMLP Incentive Distribution Rights in accordance with the TMLP Partnership Agreement Amendment.

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ARTICLE V    

Representations and Warranties of WMLP
Except as set forth in the forms, statements, reports and documents filed or furnished, as applicable, by WMLP to the SEC (including the exhibits and schedules thereto) on or after December 31, 2015 and prior to the date of this Agreement pursuant to the Securities Act or the Exchange Act (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or in the corresponding sections or subsections of the disclosure letter delivered to the TMLP Parties by the WMLP Parties prior to entering into this Agreement (the “WMLP Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the WMLP Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent), the WMLP Parties hereby represent and warrant to the TMLP Parties and the Merger Subs that:
5.1.    Organization, Good Standing and Qualification. Each of the WMLP Parties and their respective Significant Subsidiaries is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization. Each of the WMLP Parties and their respective Significant Subsidiaries is in good standing under the Laws of its respective jurisdiction of organization, and each other Subsidiary of the WMLP Parties is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, and each of the WMLP Parties and their respective Subsidiaries has all requisite corporate or similar power and authority to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not have a WMLP Material Adverse Effect.
5.2.    Capital Structure of WMLP.
(a)    The capital structure of WMLP consists of WMLP Common Units, TexNew Mex Units, WMLP Phantom Units, WMLP Incentive Distribution Rights and the non-economic WMLP GP Interest. As of the close of business on August 10, 2017, (i) 61,023,278 WMLP Common Units were issued and outstanding, of which 32,018,847 were owned, directly or indirectly, by Andeavor, (ii) no WMLP Common Units were held in treasury, (iii) 80,000 TexNew Mex Units were issued and outstanding, (iv) 136,507 WMLP Phantom Units were issued and outstanding, (v) the WMLP Incentive Distribution Rights were issued and outstanding, (vi) the non-economic WMLP GP Interest was issued and outstanding, and (vii) no other equity interests or other voting securities of WMLP were issued, reserved for issuance or outstanding. All of such WMLP Common Units, TexNew Mex Units and the WMLP Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the WMLP Partnership Agreement, and are fully paid (to the extent required under the WMLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA and the WMLP Partnership Agreement), and, except as set forth in the WMLP

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Partnership Agreement, are not subject to any preemptive, purchase, call, first refusal, subscription or similar rights granted by or binding upon WMLP (and were not issued in violation of any preemptive, purchase, call, first refusal, subscription or similar rights). Except as set forth above in this Section 5.2(a), and for changes after the date hereof in compliance with Section 7.1(b), as of the date hereof, there are no equity interests in, or any securities convertible into or exchangeable or exercisable for any equity interests in WMLP. Section 5.2(a) of the WMLP Disclosure Letter contains a correct and complete listing of all outstanding WMLP Phantom Units as of August 10, 2017, including the type of award, holder, date of grant, term, number of units and, where applicable, vesting schedule.
(b)    Each of the outstanding units of capital stock or other securities of each of the Subsidiaries of WMLP is duly authorized, validly issued, fully paid (to the extent required by such Subsidiary’s organizational documents) and nonassessable (except, to the extent applicable, as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the DLLCA) and owned by WMLP or by a direct or indirect wholly-owned Subsidiary of WMLP, free and clear of all Liens.
(c)    As of the date hereof, WMLP GP owns the non-economic WMLP GP Interest, and such WMLP GP Interest was duly authorized and validly issued in accordance with the WMLP Partnership Agreement and represents the entire general partner interest in WMLP. WMLP GP owns the WMLP GP Interest free and clear of any Liens.
(d)    Except as set forth in this Section 5.2, other than WMLP Phantom Units granted under the WMLP Long-Term Incentive Plan, there are no outstanding Rights issued or granted by, or binding upon, any of the WMLP Parties or their Subsidiaries, and no securities or obligations evidencing such Rights are authorized, issued or outstanding. The WMLP Parties do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the unitholders of WMLP on any matter.
5.3.    Corporate Authority; Approval and Fairness.
(a)    The WMLP Parties have all requisite corporate power and authority and have taken all corporate action necessary in order to execute, deliver and perform their obligations under this Agreement and to consummate the Merger, the GP Merger and the other transactions contemplated by this Agreement, subject only to adoption of this Agreement by the affirmative vote or consent of holders of a Unit Majority (as defined in the WMLP Partnership Agreement) of the partnership units in WMLP (the “Requisite WMLP Vote”). The Requisite WMLP Vote is the only vote of the holders of units of WMLP that is necessary under applicable Law, NYSE rules, and the WMLP Partnership Agreement to adopt, approve and authorize this Agreement that has not been obtained as of the date of this Agreement. This Agreement has been duly executed and delivered by the WMLP Parties and constitutes a valid and binding agreement of the WMLP Parties enforceable against the WMLP Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.
(b)    The WMLP Conflicts Committee has unanimously (i) determined that this Agreement and the Merger are in, or not opposed to, the best interest of WMLP and the holders

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of WMLP Common Units (other than Andeavor, the TMLP Parties, WMLP GP and their respective Affiliates), (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (iii) resolved to recommend that the holders of WMLP Common Units approve the Merger and adopt this Agreement and directed that this Agreement be submitted to the holders of WMLP Common Units by written consent for their adoption. Following such approval from the WMLP Conflicts Committee, WRSW, as the sole member of WMLP GP, executed and delivered the WMLP GP Member Consent.
5.4.    Governmental Filings; No Violations; Certain Contracts, Etc.
(a)    Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger, the Certificate of GP Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports or other filings are required to be made by the WMLP Parties or their Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the WMLP Parties or their Subsidiaries from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the WMLP Parties and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the WMLP Parties and their Subsidiaries following the Effective Time, except as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
(b)    The execution, delivery and performance of this Agreement by the WMLP Parties do not, and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of the WMLP Parties or the comparable Governing Documents of any of their Subsidiaries, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations or the loss of any benefits under or the creation of a Lien on any of the assets of the WMLP Parties or any of their Subsidiaries pursuant to any Contract binding upon any of the WMLP Parties or any of their Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.4(a), under any Law to which the WMLP Parties or any of their Subsidiaries is subject, except, in the case of clause (ii), as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

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5.5.    WMLP SEC Reports; Financial Statements; Internal Controls.
(a)    WMLP has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it since December 31, 2015 with the SEC pursuant to the Exchange Act or the Securities Act (the forms, statements, reports and documents filed or furnished to the SEC, including any amendments thereto, the “WMLP SEC Reports”). Each of the WMLP SEC Reports, at the time of its filing or being furnished, complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and any rules and regulations promulgated thereunder applicable to the WMLP SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the WMLP SEC Reports did not, and none of the WMLP SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. WMLP is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(b)    WMLP maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by WMLP is recorded and reported on a timely basis to the individuals responsible for the preparation of WMLP’s filings with the SEC and other public disclosure documents.
(c)    WMLP maintains internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. WMLP has disclosed, based on its most recent evaluations prior to the date of this Agreement, to WMLP’s auditors and to the audit committee of the WMLP Board, (i) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect WMLP’s ability to record, process, summarize and report financial information and has identified for WMLP’s auditors any material weaknesses in internal control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in WMLP’s internal control over financial reporting.
(d)    Each of the consolidated balance sheets included in or incorporated by reference into the WMLP SEC Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of WMLP SEC Reports filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position of WMLP and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, changes in partners’ equity and cash flows included in or incorporated by reference into the WMLP SEC Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of WMLP SEC Reports filed after the date of this Agreement,

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will fairly present in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
5.6.    No Adverse Changes.
(a)    Except in connection with the execution and delivery of this Agreement, the Merger, the GP Merger or any of the other transactions contemplated by this Agreement, from the WMLP Balance Sheet Date through the date of this Agreement, the WMLP Parties and their Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of such business consistent with past practice.
(b)    From the WMLP Balance Sheet Date through the date of this Agreement, there has not been a WMLP Material Adverse Effect.
(c)    From the WMLP Balance Sheet Date through the date of this Agreement, there has not been any material change in any method of accounting or accounting practices by the WMLP Parties or any of their Subsidiaries, except as required by changes in GAAP or the Exchange Act.
5.7.    Litigation and Liabilities.
(a)    There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the WMLP Parties, threatened in writing against the WMLP Parties or any of their Subsidiaries which to the Knowledge of the WMLP Parties would reasonably be expected to result in any claims against, or obligations or liabilities of, the WMLP Parties or any of their Subsidiaries, except for those that would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Neither the WMLP Parties nor any of their Subsidiaries is a party to or subject to the provisions of any material judgment, order, writ, injunction, decree or award of any Governmental Entity.
(b)    Except for obligations and liabilities (i) reflected or reserved against in WMLP’s consolidated balance sheets (and the notes thereto) included in the WMLP SEC Reports filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since the WMLP Balance Sheet Date and (iii) arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the WMLP Parties or any of their Subsidiaries, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as would not have a WMLP Material Adverse Effect.
(c)    This Section 5.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the WMLP Parties or any of their Subsidiaries or any of their respective directors to the extent arising out of this Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.

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5.8.    Employee Benefits.
(a)    Section 5.8(a) of the WMLP Disclosure Letter sets forth an accurate and complete list of each WMLP Employee Benefit Plan. With respect to each WMLP Employee Benefit Plan, the WMLP Parties have made available to the TMLP Parties prior to the date of this Agreement, to the extent applicable, accurate and complete copies of (i) the WMLP Employee Benefit Plan document, including any amendments thereto, and all related trust documents, insurance contracts or other funding vehicles, (ii) a written description of such WMLP Employee Benefit Plan if such plan is not set forth in a written document, (iii) the most recently prepared actuarial report and (iv) all material correspondence to or from any Governmental Entity received in the last three years with respect to any WMLP Employee Benefit Plan.
(b)    Except as would not have a WMLP Material Adverse Effect, (i) each WMLP Employee Benefit Plan (including any related trusts) has been established, operated and administered in compliance with its terms and applicable Laws, including ERISA and the Code, (ii) all contributions or other amounts payable by the WMLP Parties or any of their Subsidiaries with respect to each such WMLP Employee Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, (iii) there are no pending or, to the Knowledge of the WMLP Parties, threatened claims (other than routine claims for benefits) or proceedings by a Governmental Entity by, on behalf of or against any WMLP Employee Benefit Plan or any trust related thereto, and (iv) to the Knowledge of the WMLP Parties, no compensation has been paid by any WMLP Party or any of their Subsidiaries and no amount is expected to be paid by any WMLP Party or any of their Subsidiaries, such that all or a portion of such payments would not be deductible by the payor.
(c)    No WMLP Employee Benefit Plan is an ERISA Plan.
(d)    No Controlled Group Liability has been incurred by WMLP or its Subsidiaries that has not been satisfied in full, and no condition exists that presents a risk to WMLP or its Subsidiaries of incurring any such liability. “Controlled Group Liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and section 4980B of the Code.
(e)    Except as required by applicable Law, no WMLP Employee Benefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits to any Person, and none of the WMLP Parties or any of their Subsidiaries has any obligation to provide such benefits.
(f)    Except for the potential acceleration of WMLP Phantom Units pursuant to Section 5(c) of the award agreement evidencing such units, the execution and delivery of this Agreement, unitholder or other approval of this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement could not, either alone or in combination with another event, (i) entitle any WMLP Employee to severance pay or any material increase in severance pay under any WMLP Employee Benefit Plan, (ii) accelerate the

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time of payment or vesting, or materially increase the amount of compensation due to any such WMLP Employee under any WMLP Employee Benefit Plan, (iii) directly or indirectly cause the WMLP Parties to transfer or set aside any assets to fund any material benefits under any WMLP Employee Benefit Plan, (iv) otherwise give rise to any material liability under any WMLP Employee Benefit Plan or (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any WMLP Employee Benefit Plan on or following the Effective Time.
(g)    The execution and delivery of this Agreement, unitholder or other approval of this Agreement or the consummation of the transactions contemplated by this Agreement could not, either alone or in combination with another event, result in the payment under a WMLP Employee Benefit Plan of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code; provided, however, that “another event” as used in this Section 5.8(g) does not include the consummation of any of the transactions contemplated by the Agreement and Plan of Merger among Western, Tesoro Corporation, Tahoe Merger Sub 1, Inc. and Tahoe Merger Sub 2, LLC, dated as of November 16, 2016 (the “Prior Transaction”), or any event reasonably related thereto, and that “payment” as used in this Section 5.8(g) does not include any amount that would be a “parachute payment” as defined in Section 280G(b)(2) with respect to the Prior Transaction.
(h)    Neither the WMLP Parties nor any of their Subsidiaries has any obligation to provide, and no WMLP Employee Benefit Plan provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under of Section 280G of the Code.
(i)    No WMLP Employee Benefit Plan is maintained outside the jurisdiction of the United States or covers any WMLP Employee who resides or works outside of the United States.
5.9.    Labor Matters.
(a)    None of the WMLP Parties nor any of their Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or similar organization, and to the Knowledge of the WMLP Parties, there are no activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the WMLP Parties or any of their Subsidiaries.
(b)    As of the date of this Agreement, except as would not interfere in any material respect with the respective business activities of the WMLP Parties or any of their Subsidiaries or be reasonably expected to result in a material liability of the WMLP Parties and their Subsidiaries, (i) there is no strike, lockout, slowdown, work stoppage, job action, picketing, unfair labor practice or other labor dispute pending or, to the Knowledge of the WMLP Parties, threatened, (ii) there is no unfair labor practice charge against the WMLP Parties or any of their Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority, and (iii) there is no pending or, to the Knowledge of the WMLP Parties, threatened arbitration or grievance, charge, complaint, audit or investigation by or before any

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Governmental Entity with respect to any current or former employees of WMLP or any of its Subsidiaries.
(c)    Except as would not have a WMLP Material Adverse Effect, each of the WMLP Parties and their Subsidiaries have been in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers' compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours.
(d)    Except as would not have a WMLP Material Adverse Effect, there are no proceedings pending or, to the Knowledge of the WMLP Parties, threatened against the WMLP Parties or any of their Subsidiaries in any forum by or on behalf of any present or former employee of the WMLP Parties or any of their Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the WMLP Parties or any of their Subsidiaries in connection with the employment relationship.
(e)    None of the WMLP Parties or any of their Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.
5.10.    Compliance with Laws; Licenses.
(a)    The businesses of each of the WMLP Parties and their Subsidiaries are and have at all times since January 1, 2014 been in compliance with all Laws, except for such violations as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
(b)    No WMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries, and to the Knowledge of the WMLP Parties, no investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would not have a WMLP Material Adverse Effect.
(c)    The WMLP Parties and each of their Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) necessary to conduct their respective businesses as presently conducted, except as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the WMLP Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a WMLP Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger or the other transactions contemplated by this Agreement except as would not have a WMLP Material Adverse Effect.

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5.11.    Takeover Statutes. The action of the WMLP Conflicts Committee in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby, including the Merger, any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation.
5.12.    Environmental Matters. Except for any such matter that would not have a WMLP Material Adverse Effect: (a) the WMLP Parties and their Subsidiaries are and have at all times since January 1, 2014 been in compliance with all applicable Environmental Laws; (b) no presence or release of Hazardous Substances exists or has occurred on, at, to or from any property currently or formerly owned, leased or operated by the WMLP Parties or any of their Subsidiaries (including soils, groundwater, surface water, buildings and surface and subsurface structures) for which applicable Environmental Law requires notice, further investigation or response action by the WMLP Parties or their Subsidiaries; (c) neither the WMLP Parties nor any of their Subsidiaries has incurred liability for any Hazardous Substance disposal or contamination on any third party property; (d) neither the WMLP Parties nor any of their Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the WMLP Parties or any of their Subsidiaries are or may be in violation of or subject to liability under any Environmental Law; (e) neither the WMLP Parties nor any of their Subsidiaries is subject to any pending or, to the Knowledge of the WMLP Parties, threatened order, decree, injunction, settlement or other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liabilities or obligations under any Environmental Law; and (f) to the Knowledge of the WMLP Parties, there are no other conditions or occurrences involving the WMLP Parties or any of their Subsidiaries that would reasonably be expected to result in any claim, liability or investigation to the WMLP Parties or any of their Subsidiaries pursuant to any Environmental Law.
5.13.    Tax Matters. Except for any such matter that would not have, individually or in the aggregate, a WMLP Material Adverse Effect:
(a)    WMLP and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) have paid all Taxes that are required to be paid except for Taxes being contested in good faith and for which adequate accruals or reserves have been established; (iii) have withheld and paid all Taxes required to have been withheld and paid in full in all respects; (iv) have complied with all information reporting (and related withholding) and related record retention requirements; and (v) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.
(b)    There are no Liens for Taxes (except Permitted Liens) on any of the assets of WMLP or any of its Subsidiaries.
(c)    There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of WMLP or any of its Subsidiaries.

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(d)    There is no written claim against WMLP or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to WMLP or any of its Subsidiaries.
(e)    None of WMLP or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by WMLP or any of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes).
(f)    None of WMLP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or foreign law) or has any liability for the Taxes of any Person (other than WMLP or any of its Subsidiaries), as a transferee or successor, by contract, or otherwise (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes).
(g)    Each of WMLP and any of its Subsidiaries that is classified as a partnership for U.S. federal tax purposes has in effect a valid election under Section 754 of the Code.
(h)    WMLP is currently (and has been since its formation) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).
(i)    Each Subsidiary of WMLP, other than WNRL Finance Corp., WNRL Energy GP LLC and Western Refining Product Transport, LLC, is currently (and has been since its respective acquisition by WMLP) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).
(j)    At least 90% of the gross income of WMLP for each taxable year since its formation through and including the current taxable year (ending on the Closing Date) has been “qualifying income” within the meaning of Section 7704(d) of the Code.
(k)    Neither WMLP nor any of its Subsidiaries has taken or agreed to take any action that would prevent the Merger from qualifying for the Intended Tax Treatment. Neither WMLP nor any of its Subsidiaries is aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying for the Intended Tax Treatment.
5.14.    Intellectual Property Rights. Except as would not have a WMLP Material Adverse Effect, each of the WMLP Parties and their Subsidiaries owns or has (whether through license or otherwise) the valid Intellectual Property Rights necessary for or used in the conduct of its business as currently conducted and as currently proposed to be conducted, and, to the Knowledge of the WMLP Parties, their products and services do not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any third party. Except as

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would not have a WMLP Material Adverse Effect, all Intellectual Property Rights owned by the WMLP Parties and their Subsidiaries are free and clear of any Liens (other than Permitted Liens). Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to change the terms and conditions of use of the Intellectual Property Rights or cause or declare, a breach or termination of, or cancellation or reduction in rights of any of the WMLP Parties or their Subsidiaries under any contract providing for the license of any Intellectual Property Rights to any of the WMLP Parties or their Subsidiaries, except for any such terminations, cancellations or reductions that would not have a WMLP Material Adverse Effect. There is no Intellectual Property Right-related proceeding, notice or complaint pending or threatened, by any third party before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to the businesses, assets or operations of any of the WMLP Parties or their Subsidiaries, nor has any claim or demand been made by any third party that alleges any infringement, misappropriation, or violation of any Intellectual Property Rights of any third party, or unfair competition or trade practices by any of the WMLP Parties or their Subsidiaries, except as would not have a WMLP Material Adverse Effect. Except as would not have a WMLP Material Adverse Effect, each of the WMLP Parties and their Subsidiaries have taken reasonable measures, consistent with industry standards, to protect the confidentiality of all material trade secrets.
5.15.    Insurance. All material fire and casualty, general liability, business interruption, product liability, sprinkler and water damage, workers’ compensation and employer liability, directors, officers and fiduciaries policies and other liability insurance policies (“Insurance Policies”) maintained by the WMLP Parties or any of their Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the business of the WMLP Parties and their Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies as would not have a WMLP Material Adverse Effect. Each Insurance Policy is in full force and effect and all premiums due with respect to all Insurance Policies have been paid, except as would not have a WMLP Material Adverse Effect.
5.16.    WMLP Material Contracts.
(a)    As of the date hereof, neither WMLP nor any of its Subsidiaries is a party to or bound by any Contract that would be required to be filed by WMLP as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act other than this Agreement and such Contracts that have been filed or incorporated by reference in the WMLP SEC Reports prior to the date of this Agreement.
(b)    Each Contract of the type described in Section 5.16(a) to which WMLP Parties or any of its Subsidiaries is a party, is referred to as a “WMLP Material Contract”. Each WMLP Material Contract is valid and binding on each WMLP Party and/or their Subsidiaries who is a party thereto and, to the Knowledge of the WMLP Parties, each other party thereto, and is in full force and effect, and neither the WMLP Parties nor any of their Subsidiaries, nor, to the Knowledge of the WMLP Parties, any other party to a WMLP Material

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Contract is in breach or violation of any provision of, or in default under, any WMLP Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not have a WMLP Material Adverse Effect
5.17.    Real Property; Rights-of-Way.
(a)    Each of the WMLP Parties and their Subsidiaries has good and marketable title to all real property owned by the WMLP Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the WMLP Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WMLP Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of any Liens (except Permitted Liens), in each case, except as would not have a WMLP Material Adverse Effect.
(b)    Each of the WMLP Parties and their Subsidiaries has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, except for such Rights-of-Way the absence of which would not have a WMLP Material Adverse Effect. Each of the WMLP Parties and their Subsidiaries have fulfilled and performed all their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not have a WMLP Material Adverse Effect.
5.18.    Opinion of Financial Advisor. The WMLP Conflicts Committee has received the opinion of Citigroup Global Markets Inc. (the “WMLP Conflicts Committee Financial Advisor”), to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Exchange Ratio provided for pursuant to this Agreement is fair, from a financial point of view, to holders of WMLP Common Units (other than Andeavor, the TMLP Parties, WMLP GP and their respective Affiliates).
5.19.    Brokers and Finders. Except for the WMLP Conflicts Committee Financial Advisor, there is no investment banker, broker or finder that has been retained by or is authorized to act on behalf of the WMLP Parties or any of their Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. The WMLP Parties have made available to the TMLP Parties a summary of any financial advisory fees payable by WMLP to the WMLP Conflicts Committee Financial Advisor in connection with the Merger.
5.20.    Information Supplied. None of the information supplied or to be supplied by or on behalf of the WMLP Parties for inclusion or incorporation by reference in TMLP’s registration statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”) will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, and the consent statement relating to the

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Requisite WMLP Vote to be held in connection with the Merger (which such consent statement forms part of the Registration Statement (the “Consent Statement/Prospectus”)) will not, at the date the Consent Statement/Prospectus is mailed to the unitholders of WMLP, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The portions of the Registration Statement supplied by the WMLP Parties will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the WMLP Parties with respect to information or statements made or incorporated by reference in the Registration Statement based on information regarding only the TMLP Parties or their Affiliates supplied by or on behalf of the TMLP Parties or their Affiliates for inclusion or incorporation by reference therein.
5.21.    No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the WMLP Parties in this Article V, neither the WMLP Parties nor any other Person makes any express or implied representation or warranty with respect to the WMLP Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and the WMLP Parties expressly disclaim any such other representations or warranties. In particular, without limiting the foregoing, neither the WMLP Parties nor any other Person makes or has made any representation or warranty to the TMLP Parties, Merger Subs or any of their respective Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the WMLP Parties, any of their Affiliates or any of their respective businesses or (b) any oral or, except for the representations and warranties made by the WMLP Parties in this Article V, written information made available to the TMLP Parties, Merger Subs or any of their Affiliates or Representatives in the course of their evaluation of the WMLP Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. None of the TMLP Parties, Merger Subs nor any of their respective Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the WMLP Parties or any of their Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article V.
ARTICLE VI    

Representations and Warranties of the TMLP Parties and the Merger Subs
Except as set forth in the forms, statements, reports and documents filed or furnished (as applicable) by TMLP to the SEC (including the exhibits and schedules thereto) on or after December 31, 2015 and prior to the date of this Agreement pursuant to the Exchange Act or the Securities Act (excluding, in each case, any disclosures set forth in any risk factor section or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) or in the corresponding sections or subsections of the disclosure letter delivered to the WMLP Parties by the TMLP Parties prior to entering into this Agreement (the “TMLP Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the WMLP Disclosure Letter shall be deemed disclosure with respect to any other

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section or subsection to which the relevance of such item is reasonably apparent), the TMLP Parties and the Merger Subs hereby represent and warrant to the WMLP Parties that:
6.1.    Organization, Good Standing and Qualification. Each of the TMLP Parties and their respective Significant Subsidiaries and the Merger Subs is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where such qualification is necessary, except where the failure to be so organized, qualified or in good standing, or to have such power or authority, would not have a TMLP Material Adverse Effect.
6.2.    Capital Structure of TMLP; Capitalization of LP Merger Sub; Capitalization of GP Merger Sub.  
(a)     The capital structure of TMLP consists of TMLP Common Units, TMLP GP Units, TMLP Phantom Units and TMLP Incentive Distribution Rights. As of the close of business on August 10, 2017, (i) 108,002,273 TMLP Common Units were issued and outstanding, of which 34,055,042 were owned, directly or indirectly, by Andeavor, (ii) no TMLP Common Units were held in treasury, (iii) 237,809 TMLP Phantom Units were issued and outstanding, (iv) the TMLP Incentive Distribution Rights were issued and outstanding, (v) 2,202,880 TMLP GP Units, representing a 2% general partner interest in TMLP, were issued and outstanding and (vi) no other equity securities or other voting securities of TMLP were issued, reserved for issuance or outstanding. All of such TMLP Common Units, TMLP Phantom Units and the TMLP Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the TMLP Partnership Agreement, and except as set forth in the TMLP Partnership Agreement, are fully paid (to the extent required under the TMLP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17‑303, 17-607 and 17-804 of the DRULPA and the TMLP Partnership Agreement), and are not subject to any preemptive, purchase, call, first refusal, subscription or similar rights granted by or binding upon TMLP (and were not issued in violation of any preemptive, purchase, call, first refusal, subscription or similar rights). Except as set forth above in this Section 6.2(a), and for changes after the date hereof in compliance with Section 7.1(c), as of the date hereof, there are no equity interests in, or any securities convertible into or exchangeable or exercisable for any equity interests in TMLP. At the Effective Time, there shall be no TMLP Incentive Distribution Rights outstanding.
(b)    Each of the outstanding units of capital stock or other securities of each of the Significant Subsidiaries of TMLP is duly authorized, validly issued, fully paid and nonassessable and owned by TMLP or by a direct or indirect wholly owned Subsidiary of TMLP, free and clear of all Liens.
(c)    As of the date hereof, the TMLP GP Units were duly authorized and validly issued in accordance with the TMLP Partnership Agreement and represents the entire general partner interest in TMLP. TMLP GP owns the TMLP GP Units free and clear of any Liens.

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(d)    Except as set forth in this Section 6.2, other than TMLP Phantom Units granted under the TMLP Long-Term Incentive Plan, there are no outstanding Rights issued or granted by, or binding upon, any of the TMLP Parties or their Subsidiaries, and no securities or obligations evidencing such Rights are authorized, issued or outstanding. The TMLP Parties do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the unitholders of TMLP on any matter.
(e)    All of the issued and outstanding limited liability company interests in LP Merger Sub are, and at the Effective Time will be, owned by TMLP, and there are (i) no other limited liability company interests or voting securities of LP Merger Sub, (ii) no securities of LP Merger Sub convertible into or exchangeable for limited liability company interests or voting securities of LP Merger Sub and (iii) no options or other rights to acquire from LP Merger Sub, and no obligations of LP Merger Sub to issue, any limited liability company interests, voting securities or securities convertible into or exchangeable for limited liability company interests or voting securities of LP Merger Sub. LP Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger, the GP Merger and the other transactions contemplated by this Agreement.
(f)    All of the issued and outstanding limited liability company interests in GP Merger Sub are, and at the GP Merger Effective Time will be, owned by TMLP, and there are (i) no other limited liability company interests or voting securities of GP Merger Sub, (ii) no securities of GP Merger Sub convertible into or exchangeable for limited liability company interests or voting securities of GP Merger Sub and (iii) no options or other rights to acquire from GP Merger Sub, and no obligations of GP Merger Sub to issue, any limited liability company interests, voting securities or securities convertible into or exchangeable for limited liability company interests or voting securities of GP Merger Sub. GP Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the GP Merger Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger, the GP Merger and the other transactions contemplated by this Agreement.
6.3.    Corporate Authority.
(a)    No vote of holders of units of TMLP is necessary to approve this Agreement, the Merger, the GP Merger and the other transactions contemplated by this Agreement. Each of the TMLP Parties and the Merger Subs has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, the GP Merger and the other transactions contemplated by this Agreement. This Agreement has been, and the TMLP Partnership Agreement Amendment will be, duly executed and delivered by the applicable TMLP Parties and this Agreement constitutes, and the TMLP Partnership Agreement Amendment will constitute, a valid and binding agreement of the applicable TMLP Parties enforceable against such TMLP Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

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(b)    The TMLP Conflicts Committee has, acting in good faith, unanimously (i) determined that the Merger is in the best interest of TMLP and its Subsidiaries treated as a single consolidated group and fair and reasonable to, and in the best interest of TMLP and the holders (other than Andeavor and its affiliates) of TMLP Common Units, (ii) approved and declared advisable the Merger and the consummation of the transactions contemplated hereby, and (iii) recommended that the TMLP Board approve the Merger, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the Merger. Upon the receipt of the recommendation of the TMLP Conflicts Committee, at a meeting duly called and held, the TMLP Board (i) determined that this Agreement, the Merger and the other transaction documents contemplated by the Merger Agreement are fair to, and in the best interests of, TMLP and its partners, TMLP GP and its members and each of the Merger Subs, and (ii) approved and declared advisable this Agreement, the other Transaction Documents to which TMLP and TMLP GP are a party and the transactions contemplated hereby and thereby, including the Merger. Following such approval, (A) the members of TMLP GP approved this Agreement, the other Transaction Documents to which TMLP GP is a party and the transactions contemplated hereby and thereby, including the GP Merger, by written consent, and (B) TMLP, as the sole member of each of LP Merger Sub and GP Merger Sub, executed and delivered the LP Merger Sub Member Consent and the GP Merger Sub Member Consent.
(c)    Prior to the Effective Time, the TMLP Parties will have taken all necessary action to permit TMLP to issue the number of TMLP Common Units required to be issued by it pursuant to Article IV. The TMLP Common Units, when issued, will be validly issued, fully paid and nonassessable, and no unitholder of TMLP will have any preemptive right of subscription or purchase in respect thereof. The TMLP Common Units, when issued, will be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities or “blue sky” Laws.
6.4.    Governmental Filings; No Violations; Certain Contracts, Etc.
(a)    Except for (i) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Registration Statement; (ii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger and other appropriate merger documents required by DRULPA and DLLCA with the Secretary of State of the State of Delaware; and (iv) compliance with the applicable requirements of the NYSE, no notices, reports, or other filings are required to be made by the TMLP Parties (or their Subsidiaries) or the Merger Subs with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the TMLP Parties (or their Subsidiaries) or the Merger Subs from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the TMLP Parties and the Merger Subs and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement, except as would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

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(b)    The execution, delivery and performance of this Agreement by the TMLP Parties and the Merger Subs do not, and the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of the TMLP Parties or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations or the loss of any benefits under or the creation of a Lien on any of the assets of the TMLP Parties or any of their Subsidiaries pursuant to, any Contract binding upon any of the TMLP Parties or any of their Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 6.4(a), under any Law to which the TMLP Parties or any of their Subsidiaries is subject, except, in the case of clause (ii), as would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
6.5.    TMLP SEC Reports; Financial Statements; Internal Controls.
(a)    TMLP has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it since December 31, 2015 with the SEC pursuant to the Exchange Act or the Securities Act (the forms, statements, reports and documents filed or furnished to the SEC, including any amendments thereto, the “TMLP SEC Reports”). Each of the TMLP SEC Reports, at the time of its filing or being furnished, complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and any rules and regulations promulgated thereunder applicable to the TMLP SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the TMLP SEC Reports did not, and none of the TMLP SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. TMLP is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.
(b)    TMLP maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by TMLP is recorded and reported on a timely basis to the individuals responsible for the preparation of TMLP’s filings with the SEC and other public disclosure documents.
(c)    TMLP maintains internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f), as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. TMLP has disclosed, based on its most recent evaluations prior to the date of this Agreement, to TMLP’s auditors and to the audit committee of the TMLP Board, (i) any significant deficiencies in the design or operation of its internal controls over financial

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reporting that are reasonably likely to adversely affect TMLP’s ability to record, process, summarize and report financial information and has identified for TMLP’s auditors any material weaknesses in internal control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the TMLP’s internal control over financial reporting.
(d)    Each of the consolidated balance sheets included in or incorporated by reference into the TMLP SEC Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of TMLP SEC Reports filed after the date of this Agreement, will fairly present in all material respects the consolidated financial position of TMLP and its consolidated Subsidiaries as of its date, and each of the consolidated statements of operations, changes in partners’ equity and cash flows included in or incorporated by reference into the TMLP SEC Reports (including any related notes and schedules) fairly presents in all material respects, or in the case of TMLP SEC Reports filed after the date of this Agreement, will fairly present in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of such companies for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
6.6.    No Adverse Changes.
(a)    From the TMLP Balance Sheet Date through the date of this Agreement, there has not been a TMLP Material Adverse Effect.
(b)    Except in connection with the execution and delivery of this Agreement, the Merger, the GP Merger or any of the other transactions contemplated by this Agreement, from the TMLP Balance Sheet Date through the date of this Agreement, the TMLP Parties and their Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of such business consistent with past practice.
(c)    From the TMLP Balance Sheet Date through the date of this Agreement, there has not been any material change in any method of accounting or accounting practices by the TMLP Parties or any of their Subsidiaries, except as required by changes in GAAP or the Exchange Act.
6.7.    Litigation and Liabilities.
(a)    There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the TMLP Parties, threatened in writing against the TMLP Parties or any of their Subsidiaries which to the Knowledge of the TMLP Parties would reasonably be expected to result in any claims against, or obligations or liabilities of, the TMLP Parties or any of their Subsidiaries, except for those that would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
(b)    Except for obligations and liabilities (i) reflected or reserved against in TMLP’s consolidated balance sheets (and the notes thereto) included in the TMLP SEC Reports

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filed prior to the date of this Agreement, (ii) incurred in the ordinary course of business since the TMLP Balance Sheet Date and (iii) obligations or liabilities arising or incurred in connection with the Merger, the GP Merger or any other transaction contemplated by this Agreement, there are no obligations or liabilities of the TMLP Parties or any of their Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except as would not have a TMLP Material Adverse Effect.
(c)    This Section 6.7 shall not apply to any actions, suits, claims, hearings, arbitrations, investigations or other proceedings against the TMLP Parties or any of their Subsidiaries or any of their respective directors to the extent arising out of this Agreement, the Merger, the GP Merger or the other transactions contemplated by this Agreement.
6.8.    Employee Benefits
(a)    Section 6.8(a) of the TMLP Disclosure Letter sets forth an accurate and complete list of each TMLP Employee Benefit Plan. With respect to each TMLP Employee Benefit Plan, the TMLP Parties have made available to the WMLP Parties prior to the date of this Agreement, to the extent applicable, accurate and complete copies of (i) the TMLP Employee Benefit Plan document, including any amendments thereto, and all related trust documents, insurance contracts or other funding vehicles, (ii) a written description of such TMLP Employee Benefit Plan if such plan is not set forth in a written document, (iii) the most recently prepared actuarial report and (iv) all material correspondence to or from any Governmental Entity received in the last three years with respect to any TMLP Employee Benefit Plan.
(b)    Except as would not have a TMLP Material Adverse Effect, (i) each TMLP Employee Benefit Plan (including any related trusts) has been established, operated and administered in compliance with its terms and applicable Laws, including ERISA and the Code, (ii) all contributions or other amounts payable by the TMLP Parties or any of their Subsidiaries with respect to each such TMLP Employee Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, (iii) there are no pending or, to the Knowledge of the TMLP Parties, threatened claims (other than routine claims for benefits) or proceedings by a Governmental Entity by, on behalf of or against any TMLP Employee Benefit Plan or any trust related thereto, and (iv) to the Knowledge of the TMLP Parties, no compensation has been paid by any TMLP Party or any of their Subsidiaries and no amount is expected to be paid by any TMLP Party or any of their Subsidiaries, such that all or a portion of such payments would not be deductible by the payor.
(c)    No TMLP Employee Benefit Plan is an ERISA Plan.
(d)    No Controlled Group Liability has been incurred by TMLP or its Subsidiaries that has not been satisfied in full, and no condition exists that presents a risk to TMLP or its Subsidiaries of incurring any such liability.
(e)    Except as required by applicable Law, no TMLP Employee Benefit Plan provides retiree or post-employment medical, disability, life insurance or other welfare benefits

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to any Person, and none of the TMLP Parties or any of their Subsidiaries has any obligation to provide such benefits.
(f)    Except for the potential acceleration of TMLP Phantom Units, the execution and delivery of this Agreement, unitholder or other approval of this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement could not, either alone or in combination with another event, (i) entitle any TMLP Employee to severance pay or any material increase in severance pay under any TMLP Employee Benefit Plan, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such TMLP Employee under any TMLP Employee Benefit Plan, (iii) directly or indirectly cause the TMLP Parties to transfer or set aside any assets to fund any material benefits under any TMLP Employee Benefit Plan, (iv) otherwise give rise to any material liability under any TMLP Employee Benefit Plan or (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any TMLP Employee Benefit Plan on or following the Effective Time.
(g)    The execution and delivery of this Agreement, unitholder or other approval of this Agreement or the consummation of the transactions contemplated by this Agreement could not, either alone or in combination with another event, result in the payment under a TMLP Employee Benefit Plan of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code; provided, however, that “another event” as used in this Section 6.8(g) does not include the consummation of the Prior Transaction or any event reasonably related thereto, and that “payment” as used in this Section 6.8(g) does not include any amount that would be a “parachute payment” as defined in Section 280G(b)(2) with respect to the Prior Transaction.
(h)    Neither the TMLP Parties nor any of their Subsidiaries has any obligation to provide, and no TMLP Employee Benefit Plan provides any individual with the right to, a gross up, indemnification, reimbursement or other payment for any excise or additional taxes, interest or penalties incurred pursuant to Section 409A or Section 4999 of the Code or due to the failure of any payment to be deductible under of Section 280G of the Code.
(i)    No TMLP Employee Benefit Plan is maintained outside the jurisdiction of the United States or covers any TMLP Employee who resides or works outside of the United States.
6.9.    Labor Matters.
(a)    None of the TMLP Parties nor any of their Subsidiaries is a party to any collective bargaining agreement or other agreement with a labor union or similar organization, and to the Knowledge of the TMLP Parties, there are no activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the TMLP Parties or any of their Subsidiaries.
(b)    As of the date of this Agreement, except as would not interfere in any material respect with the respective business activities of the TMLP Parties or any of their

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Subsidiaries or be reasonably expected to result in a material liability of the TMLP Parties and their Subsidiaries, (i) there is no strike, lockout, slowdown, work stoppage, job action, picketing, unfair labor practice or other labor dispute pending or, to the Knowledge of the TMLP Parties, threatened, (ii) there is no unfair labor practice charge against the TMLP Parties or any of their Subsidiaries pending before the National Labor Relations Board or any comparable labor relations authority, and (iii) there is no pending or, to the Knowledge of the TMLP Parties, threatened arbitration or grievance, charge, complaint, audit or investigation by or before any Governmental Entity with respect to any current or former employees of TMLP or any of its Subsidiaries.
(c)    Except as would not have a TMLP Material Adverse Effect, each of the TMLP Parties and their Subsidiaries have been in compliance with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, workers' compensation, occupational safety and health, affirmative action, employee privacy, plant closings, and wages and hours.
(d)    Except as would not have a TMLP Material Adverse Effect, there are no proceedings pending or, to the Knowledge of the TMLP Parties, threatened against the TMLP Parties or any of their Subsidiaries in any forum by or on behalf of any present or former employee of the TMLP Parties or any of their Subsidiaries, any applicant for employment or classes of the foregoing alleging breach of any express or implied employment contract, violation of any Law governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the TMLP Parties or any of their Subsidiaries in connection with the employment relationship.
(e)    None of the TMLP Parties or any of their Subsidiaries has incurred any material liability or obligation under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder or any similar state or local Law that remains unsatisfied.
6.10.    Compliance with Laws.
(a)    The businesses of each of the TMLP Parties and their Subsidiaries are and have at all times since January 1, 2014 been in compliance with all Laws, except for such violations as would not have a TMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
(b)    No TMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the TMLP Parties or any of their Subsidiaries, and to the Knowledge of the TMLP Parties, no investigation or review by any Governmental Entity with respect to the TMLP Parties or any of their Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would not have a TMLP Material Adverse Effect.
(c)    The TMLP Parties and each of their Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) necessary to conduct their respective businesses as presently conducted, except as would not have a TMLP Material Adverse Effect or prevent, materially delay or

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materially impair the consummation of the transactions contemplated by this Agreement. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the TMLP Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a TMLP Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger or the other transactions contemplated by this Agreement except as would not have a TMLP Material Adverse Effect.
6.11.    Takeover Statutes. The action of the TMLP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby, including the Merger, any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation.
6.12.    Environmental Matters. Except for any such matter that would not have a TMLP Material Adverse Effect: (a) the TMLP Parties and their Subsidiaries are and have at all times since January 1, 2014 been in compliance with all applicable Environmental Laws; (b) no presence or release of Hazardous Substances exists or has occurred on, at, to or from any property currently or formerly owned, leased or operated by the TMLP Parties or any of their Subsidiaries (including soils, groundwater, surface water, buildings and surface and subsurface structures) for which applicable Environmental Law requires notice, further investigation or response action by the TMLP Parties or their Subsidiaries; (c) neither the TMLP Parties nor any of their Subsidiaries has incurred liability for any Hazardous Substance disposal or contamination on any third party property; (d) neither the TMLP Parties nor any of their Subsidiaries has received any notice, demand, letter, claim or request for information alleging that the TMLP Parties or any of their Subsidiaries are or may be in violation of or subject to liability under any Environmental Law; (e) neither the TMLP Parties nor any of their Subsidiaries is subject to any pending or, to the Knowledge of the TMLP Parties, threatened order, decree, injunction, settlement or other agreement with any Governmental Entity or any indemnity or other agreement with any third party relating to liabilities or obligations under any Environmental Law; and (f) to the Knowledge of the TMLP Parties, there are no other conditions or occurrences involving the TMLP Parties or any of their Subsidiaries that would reasonably be expected to result in any claim, liability or investigation to the TMLP Parties or any of their Subsidiaries pursuant to any Environmental Law.
6.13.    Tax Matters. Except for any such matter that would not have, individually or in the aggregate, a TMLP Material Adverse Effect:
(a)    TMLP and each of its Subsidiaries (i) have prepared in good faith and duly and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them with the appropriate Governmental Entity and all such filed Tax Returns are complete and accurate; (ii) have paid all Taxes that are required to be paid except for Taxes being contested in good faith and for which adequate accruals or reserves have been established; (iii) have withheld and paid all Taxes required to have been withheld and paid in full in all respects; (iv) have complied with all information reporting (and related withholding) and related record retention requirements; and (v) have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

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(b)    There are no Liens for Taxes (except Permitted Liens) on any of the assets of TMLP or any of its Subsidiaries.
(c)    There are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of TMLP or any of its Subsidiaries.
(d)    There is no written claim against TMLP or any of its Subsidiaries for any Taxes, and no assessment, deficiency or adjustment has been asserted, proposed, or threatened in writing with respect to any Tax Return of or with respect to TMLP or any of its Subsidiaries.
(e)    None of TMLP or any of its Subsidiaries is a party to a Tax allocation or sharing agreement, and no payments are due or will become due by TMLP or any of its Subsidiaries pursuant to any such agreement or arrangement or any Tax indemnification agreement (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes).
(f)    None of TMLP or any of its Subsidiaries has been a member of an affiliated, combined, consolidated, unitary or similar group with respect to Taxes (including any affiliated group within the meaning of Section 1504 of the Code and any similar group under state, local or foreign law) or has any liability for the Taxes of any Person (other than TMLP or any of its Subsidiaries), as a transferee or successor, by contract, or otherwise (other than Taxes arising in ordinary course commercial arrangements not primarily related to Taxes).
(g)    Each of TMLP and any of its Subsidiaries that is classified as a partnership for U.S. federal tax purposes has in effect a valid election under Section 754 of the Code.
(h)    TMLP is currently (and has been since its formation) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).
(i)    Each Subsidiary of TMLP, other than Tesoro Logistics Finance Corp. and QEP Midstream Partners GP, LLC, is currently (and has been since its respective acquisition by TMLP) either (i) properly classified as a partnership for U.S. federal income tax purposes or (ii) properly disregarded as an entity separate from its respective owner for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b).
(j)    At least 90% of the gross income of TMLP for each taxable year since its formation through and including the current taxable year has been “qualifying income” within the meaning of Section 7704(d) of the Code.
(k)    Neither TMLP nor any of its Subsidiaries has taken or agreed to take any action that would prevent the Merger from qualifying for the Intended Tax Treatment. Neither TMLP nor any of its Subsidiaries is aware of any agreement, plan or other circumstance that would prevent the Merger from qualifying for the Intended Tax Treatment.

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6.14.    Intellectual Property Rights. Except as would not have a TMLP Material Adverse Effect, each of the TMLP Parties and their Subsidiaries owns or has (whether through license or otherwise) the valid Intellectual Property Rights necessary for or used in the conduct of its business as currently conducted and as currently proposed to be conducted, and, to the Knowledge of the TMLP Parties, their products and services do not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any third party. Except as would not have a TMLP Material Adverse Effect, all Intellectual Property Rights owned by the TMLP Parties and their Subsidiaries are free and clear of any Liens (other than Permitted Liens). Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to change the terms and conditions of use of the Intellectual Property Rights or cause or declare, a breach or termination of, or cancellation or reduction in rights of any of the TMLP Parties or their Subsidiaries under any contract providing for the license of any Intellectual Property Rights to any of the TMLP Parties or their Subsidiaries, except for any such terminations, cancellations or reductions that would not have a TMLP Material Adverse Effect. There is no Intellectual Property Right-related proceeding, notice or complaint pending or threatened, by any third party before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to the businesses, assets or operations of any of the TMLP Parties or their Subsidiaries, nor has any claim or demand been made by any third party that alleges any infringement, misappropriation, or violation of any Intellectual Property Rights of any third party, or unfair competition or trade practices by any of the TMLP Parties or their Subsidiaries, except as would not have a TMLP Material Adverse Effect. Except as would not have a TMLP Material Adverse Effect, each of the TMLP Parties and their Subsidiaries have taken reasonable measures, consistent with industry standards, to protect the confidentiality of all material trade secrets.
6.15.    Insurance. All material Insurance Policies maintained by the TMLP Parties or any of their Subsidiaries are with reputable insurance carriers, provide full and adequate coverage for all normal risks incident to the business of the TMLP Parties and their Subsidiaries and their respective properties and assets, and are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain insurance policies as would not have a TMLP Material Adverse Effect. Each Insurance Policy is in full force and effect and all premiums due with respect to all Insurance Policies have been paid, except as would not have a TMLP Material Adverse Effect.
6.16.    TMLP Material Contracts.
(a)    As of the date hereof, neither TMLP nor any of its Subsidiaries is a party to or bound by any Contract that would be required to be filed by TMLP as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act other than this Agreement and such Contracts that have been filed or incorporated by reference in the TMLP SEC Reports prior to the date of this Agreement.
(b)    Each Contract of the type described in Section 6.16(a) to which TMLP Parties or any of its Subsidiaries is a party, is referred to as a “TMLP Material Contract”. Each TMLP Material Contract is valid and binding on each TMLP Party and/or their Subsidiaries who

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is a party thereto and, to the Knowledge of the TMLP Parties, each other party thereto, and is in full force and effect, and neither the TMLP Parties nor any of their Subsidiaries, nor, to the Knowledge of the TMLP Parties, any other party to a TMLP Material Contract is in breach or violation of any provision of, or in default under, any TMLP Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not have a TMLP Material Adverse Effect.
6.17.    Real Property; Rights-of-Way.
(a)    Each of the TMLP Parties and their Subsidiaries has good and marketable title to all real property owned by the TMLP Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the TMLP Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the TMLP Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of any Liens (except Permitted Liens), in each case, except as would not have a TMLP Material Adverse Effect.
(b)    Each of the TMLP Parties and their Subsidiaries has such Rights-of-Way as are sufficient to conduct its business in the manner described, except for such Rights-of-Way the absence of which would not have a TMLP Material Adverse Effect. Each of the TMLP Parties and their Subsidiaries have fulfilled and performed all their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not have a TMLP Material Adverse Effect.
6.18.    Brokers and Finders. Except for J.P. Morgan Securities LLC there is no investment banker, broker or finder that has been retained by or is authorized to act on behalf of the TMLP Parties or any of their Subsidiaries who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.
6.19.    Information Supplied. None of the information supplied or to be supplied by or on behalf of the TMLP Parties for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The portions of the Registration Statement supplied by the TMLP Parties will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by the TMLP Parties with respect to information or statements made or incorporated by reference in the Registration Statement or the Consent Statement/Prospectus based on information regarding only the WMLP Parties or their Affiliates supplied by or on behalf of the WMLP Parties or their Affiliates for inclusion or incorporation by reference therein.

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6.20.    No Other Representations or Warranties; Non-Reliance. Except for the representations and warranties made by the TMLP Parties in this Article VI, none of the TMLP Parties, the Merger Subs nor any other Person makes any express or implied representation or warranty with respect to the TMLP Parties or any of their Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the transactions contemplated by this Agreement, and each of the TMLP Parties and the Merger Subs hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing, none of the TMLP Parties, the Merger Subs or any other Person makes or has made any representation or warranty to the WMLP Parties or any of their Affiliates or Representatives with respect to (a) any financial projection, forecast, estimate, budget or prospect information relating to the TMLP Parties, any of their Affiliates or any of their respective businesses, or (b) any oral or, except for the representations and warranties made by the TMLP Parties in this Article VI, written information made available to the WMLP Parties or any of their Affiliates or Representatives in the course of their evaluation of the TMLP Parties, the negotiation of this Agreement or in the course of the transactions contemplated by this Agreement. Neither the WMLP Parties nor any of their Affiliates or Representatives has relied on and none are relying on any representations or warranties regarding the TMLP Parties, the Merger Subs or any of their respective Affiliates or Representatives, other than the written representations and warranties expressly set forth in this Article VI.
ARTICLE VII    

Covenants
7.1.    Interim Operations.
(a)    After the date of this Agreement and prior to the Effective Time, neither the WMLP Parties nor the TMLP Parties shall, nor shall they cause any of their Subsidiaries to, take any action prohibited by this Agreement or fail to take any action required by this Agreement that, in either case, would be reasonably likely to materially delay the consummation of the Merger or result in the failure of a condition to closing pursuant to Article VIII.
(b)    Without limiting the generality of Section 7.1(a), after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Laws, (B) as otherwise expressly contemplated by this Agreement or (C) as set forth in Section 7.1(b) of the WMLP Disclosure Letter, each of the WMLP Parties will not, and agrees that it will cause its Subsidiaries not to, in each case without the prior written consent of the TMLP Parties (which consent will not be unreasonably withheld, delayed or conditioned):
(i)    adopt or propose any change to its Governing Documents or the Governing Documents of its Subsidiaries as in effect on the date of this Agreement, other than in immaterial respects in relation to any of their Subsidiaries;
(ii)    issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of,

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any equity securities of WMLP or any its Subsidiaries, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any equity securities or such convertible or exchangeable securities or interests, other than any grants of WMLP Phantom Units under the WMLP Long-Term Incentive Plan in the ordinary course of business, consistent with past practice, in an aggregate amount not to exceed the amount set forth in Section 7.1(b)(ii) of the WMLP Disclosure Letter or any WMLP Common Units issued upon settlement of any WMLP Phantom Units outstanding on the date of this Agreement;
(iii)    except for distributions to the holders of limited partnership units announced prior to the date of this Agreement or consistent with past practice (including regular quarterly distributions in respect of the WMLP Common Units) and the corresponding payments under incentive distribution rights, any distributions with respect to the TexNew Mex Units required by the terms of the WMLP Partnership Agreement or any distributions from a Subsidiary of a WMLP Party to WMLP or another Subsidiary of a WMLP Party, (A) declare, set aside or pay any distributions in respect of its equity securities or Rights, or (B) split, combine or reclassify any of its equity securities or Rights;
(iv)    settle, propose to settle or compromise any action before a Governmental Entity if such settlement, proposed settlement or compromise (A) with respect to the payment of monetary damages, involves the payment of monetary damages that exceed $1,000,000 in the aggregate (together with all other settlements or compromises after the date of this Agreement), net of any amounts covered by insurance that the WMLP Parties expect to be promptly paid by the applicable insurer, (B) that imposes any material equitable or non-monetary relief, penalty or restriction on any WMLP Party or any of their Subsidiaries (or, after the Effective Time, any TMLP Party or any of their Subsidiaries) or (C) that would reasonably be expected to affect the rights or defenses available to any WMLP Party or any of their Subsidiaries in any related or similar claims that, individually or in the aggregate, are material to the WMLP Parties and their Subsidiaries, taken as a whole;
(v)    recommend, propose, announce, adopt or vote to adopt a plan of complete or partial dissolution or liquidation, in each case, that would (A) prevent or materially impede or delay the ability of the parties to satisfy any of the conditions to, or the consummation of, the transactions set forth in this Agreement or (B) adversely affect in a material way the rights of holders of the securities of any party hereto;
(vi)    transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of the WMLP Parties’ material assets, product lines or businesses or those of any of their Subsidiaries, including any equity interests of any of their Subsidiaries, except (other than with respect to equity interests of any Subsidiary) (A) in connection with goods or services provided in the ordinary course of business and sales of obsolete assets, or (B) for sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $1,000,000 in the aggregate;
(vii)    (A) incur, assume or guarantee any indebtedness for borrowed money, (B) issue, assume or guarantee any debt securities, (C) grant any option, warrant or right to

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purchase any debt securities, or (D) issue any securities convertible into or exchangeable for any debt securities of others, other than any such actions contemplated in (A) through (D), as would not, taken together, result in the incurrence or guarantee of indebtedness or issuance of debt securities with a value in excess of $1,000,000 in the aggregate;
(viii)    make any change to its accounting policies or procedures, except as required by changes after the date hereof in accordance with GAAP;
(ix)    (A) change its fiscal year or any method of Tax accounting, (B) make, change or revoke any material Tax election, (C) settle or compromise any material liability for Taxes, (D) file any material amended Tax Return, (E) enter into an arrangement with any Governmental Entity with respect to Taxes, (F) surrender any right to claim a refund for Taxes, (G) consent to an extension of the statute of limitations applicable to any Tax claim or assessment, or (H) take any action or fail to take any action that would reasonably be expected to cause WMLP or any of its Subsidiaries to be treated, for U.S. federal income Tax purposes, as a corporation;
(x)    except as required pursuant to the terms of any WMLP Employee Benefit Plan or the omnibus agreement between Western and WMLP in effect as of the date of this Agreement or as permitted to be amended or adopted pursuant to this Section 7.1(b)(x), or as otherwise required by applicable Law, (A) grant or provide any severance or termination payments or benefits to any WMLP Employee, other than in the ordinary course of business consistent with the past practice of the WMLP Parties as set forth in Section 7.1(b)(x) of the WMLP Disclosure Letter, (B) increase the compensation, bonus or pension, welfare, severance or other benefits of any WMLP Employee, (C) except as provided in Section 7.1(b)(ii), establish, adopt, materially amend or terminate any WMLP Employee Benefit Plan, (D) except as provided in Section 7.1(b)(ii), grant any new awards, or amend or modify the terms of any outstanding awards, under any WMLP Employee Benefit Plan, (E) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any WMLP Employee Benefit Plan, (F) forgive any loans or issue any loans to any WMLP Employee, (G) hire any employee, other than any employee with an aggregate annual salary of less than $250,000, (H) terminate the employment of any executive officer other than for cause, or (I) become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization; or
(xi)    agree, authorize or commit to do any of the foregoing.
(c)    Without limiting the generality of Section 7.1(a), after the date of this Agreement and prior to the Effective Time, except as required by applicable Laws or as otherwise expressly contemplated by this Agreement, (x) each of the TMLP Parties will, and agrees that it will cause its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and (y) each of the TMLP Parties will not, and agrees that it will cause its Subsidiaries not to, in each case without the prior written consent of the WMLP Parties (which consent will not be unreasonably withheld, delayed or conditioned):

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(i)    except for the TMLP Partnership Agreement Amendment, adopt or propose any change to its Governing Documents or the Governing Documents of its Subsidiaries as in effect on the date of this Agreement, other than in immaterial respects in relation to any of their Subsidiaries;
(ii)    modify or amend in any material respect, or terminate, the TMLP Restructuring Agreement or waive any rights thereunder;
(iii)    make any change to its accounting policies or procedures, except as required by changes after the date hereof in GAAP; or
(iv)    (A) change its fiscal year or any method of Tax accounting, (B) make, change or revoke any material Tax election, (C) settle or compromise any material liability for Taxes, (D) file any material amended Tax Return, (E) enter into an arrangement with any Governmental Entity with respect to Taxes; (F) surrender any right to claim a refund for Taxes, (G) consent to an extension of the statute of limitations applicable to any Tax claim or assessment, or (H) take any action or fail to take any action that would reasonably be expected to cause TMLP or any of its Subsidiaries to be treated, for U.S. federal income Tax purposes, as a corporation.
(d)    From the date of this Agreement until the Closing Date, each of the WMLP Parties and TMLP Parties shall promptly notify the other parties in writing of (i) any event, condition or circumstance that could reasonably be expected to result in any of the conditions set forth in Article VIII not being satisfied at the Effective Time, and (ii) any material breach by the notifying party of any covenant, obligation or agreement contained in this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.1(d) shall not limit or otherwise affect the remedies available hereunder to the notified party.
7.2.    Reasonable Best Efforts. Subject to the terms and conditions set forth in this Agreement, the WMLP Parties and TMLP Parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as soon as practicable, including (a) preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger, the GP Merger or any of the other transactions contemplated by this Agreement, (b) using reasonable best efforts to avoid the entry of any Order, (c) in the event that any permanent, preliminary or temporary injunction, decision, restraining order or other order is issued, using reasonable best efforts to lift or rescind any injunction, decision, restraining order or other order adversely affecting the ability of the parties to consummate the Merger, the GP Merger and the transactions contemplated in this Agreement, and (d) enforcing any rights under the TMLP Restructuring Agreement and causing TMLP GP to execute and deliver the TMLP Partnership Agreement Amendment.

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7.3.    Filings; Information Supplied.
(a)    Registration Statement Filing. The WMLP Parties and TMLP Parties agree to cooperate in the preparation of the Registration Statement (including the Consent Statement/Prospectus contained therein). TMLP shall file with the SEC the Registration Statement as promptly as practicable following the date of this Agreement and in any event within three Business Days following the completion of all historical and pro forma financial statements required to be included in the Registration Statement. The TMLP Parties and the WMLP Parties each shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement, and the WMLP Parties shall promptly thereafter mail the Consent Statement/Prospectus, which shall include a form of consent that may be executed by holders of the WMLP Common Units in connection with the written consent, to the holders of WMLP Common Units. The parties shall also use their reasonable best efforts to satisfy prior to the effective date of the Registration Statement all necessary state securities Law or “blue sky” notice requirements in connection with the Merger and to consummate the GP Merger and other transactions contemplated by this Agreement.
(b)    Information. The WMLP Parties and TMLP Parties each shall, upon request by the other, furnish the other with all information concerning themselves, their Subsidiaries, directors, officers and unitholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other statement, filing, notice or application made by or on behalf of the TMLP Parties, the WMLP Parties or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement.
(c)    Updated Information. If, prior to the Effective Time, any event occurs with respect to the WMLP Parties or any Subsidiary of the WMLP Parties or with respect to the TMLP Parties or any Subsidiary of the TMLP Parties, or any change occurs with respect to other information supplied by the WMLP Parties or the TMLP Parties for inclusion in the Consent Statement/Prospectus or the Registration Statement, which is required to be described in an amendment of, or a supplement to, the Consent Statement/Prospectus or the Registration Statement, such party shall promptly notify the other parties hereto of such event, and the WMLP Parties and the TMLP Parties shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Consent Statement/Prospectus and the Registration Statement and, as required by Law, in disseminating the information contained in such amendment or supplement to WMLP’s shareholders. Nothing contained in this Section 7.3(c) shall limit the obligations of any party under Section 7.3(a).
7.4.    Status. Subject to applicable Laws and as required by any Governmental Entity, the WMLP Parties and TMLP Parties each shall keep the other apprised of the status of matters relating to completion of the Merger and the other transactions contemplated by this Agreement, including promptly furnishing the other with copies of notices, comments, requests for any amendment or supplement of the information provided to the Governmental Entity or for additional information, or other communications received by WMLP Parties or the TMLP Parties, as the case may be, or any of their respective Subsidiaries, from any third party and/or

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any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. Neither the WMLP Parties nor the TMLP Parties shall permit any of their officers or any other Representatives to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the Merger or the other transactions contemplated by this Agreement unless they consult with the other parties in advance and, to the extent permitted by such Governmental Entity, give the other parties the opportunity to attend and participate thereat.
7.5.    Access and Reports. From the date of this Agreement until the earlier of termination of this Agreement pursuant to Article IX and the Effective Time, upon reasonable prior notice and subject to applicable Law, the WMLP Parties shall (a) give to the TMLP Parties and their authorized Representatives reasonable access during normal business hours to the offices, properties, employees, books and records of the WMLP Parties and their Subsidiaries and (b) furnish to the TMLP Parties and their authorized Representatives such financial and operating data and other information as the TMLP Parties may reasonably request; provided that the WMLP Parties shall not be required to permit any inspection, or disclose any document or information, that would, in the reasonable judgment of the WMLP Parties, (i) result in the disclosure of any trade secrets of any third parties or violate the terms of any confidentiality provisions in any agreement with a third party entered into prior to the date of this Agreement, (ii) result in a violation of applicable Law, including any fiduciary duty, (iii) waive the protection of any attorney-client privilege or (iv) result in the disclosure of any sensitive or personal information that would expose the WMLP Parties to the risk of liability. If any material is withheld by the WMLP Parties pursuant to the proviso to the preceding sentence, the WMLP Parties shall inform TMLP Parties as to the general nature of what is being withheld and the WMLP Parties and TMLP Parties shall cooperate to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of redaction, clean team arrangements or other appropriate solutions. No information or knowledge obtained in any investigation pursuant to this Section 7.5 shall affect or be deemed to modify any representation or warranty made by the WMLP Parties hereunder.
7.6.    Stock Exchange Listing and Delisting. The TMLP Parties shall use their reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable to cause the TMLP Common Units to be issued in the Merger to be approved for listing on the NYSE subject to official notice of issuance, prior to the Closing Date. Prior to the Closing Date, the WMLP Parties shall cooperate with the TMLP Parties and use reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the NYSE to enable the delisting by the TMLP Parties and the Surviving Entity of the WMLP Common Units from the NYSE and the deregistration of the WMLP Common Units under the Exchange Act as promptly as practicable after the Effective Time.
7.7.    Publicity. The initial press release by each of the WMLP Parties and the TMLP Parties with respect to the execution of this Agreement shall be in a form reasonably acceptable to the WMLP Parties and the TMLP Parties. Neither the WMLP Parties nor the TMLP Parties (nor any of their respective controlled Affiliates) shall issue any other press release

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or make any other public announcement with respect to this Agreement or the Merger or the other transactions contemplated by this Agreement without prior consultation with the other parties, except as may be required by applicable Law or by any listing agreement with a national securities exchange, in which case the party proposing to issue such press release or make such public announcement shall consult in good faith with the other party before making any such public announcements to the extent reasonably practicable.
7.8.    Unitholder Litigation. The WMLP Parties shall give the TMLP Parties the opportunity to participate in the defense or settlement of any unitholder litigation against the WMLP Parties and/or the members of the WMLP Board relating to the Merger, this Agreement or any of the transactions contemplated by this Agreement; provided that the WMLP Parties shall in any event control such defense and/or settlement and the disclosure of information in connection therewith shall be subject to the provisions of Section 7.7, including regarding attorney-client privilege or other applicable legal privilege; provided further that the WMLP Parties shall not settle any such litigation without the consent of the TMLP Parties (such consent not to be unreasonably withheld, conditioned or delayed).
7.9.    Financing. On or prior to the Closing, WMLP shall use reasonable best efforts to cooperate with, and provide all reasonable assistance to, TMLP in connection with (a) any steps TMLP may, in its sole discretion, determine are necessary or desirable to take in order for TMLP to retire, repay, defease, repurchase or redeem WMLP’s outstanding debt and (b) any of TMLP’s efforts to obtain financing.
7.10.    Expenses. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement, including legal fees, accounting fees, financial advisory fees and other professional and non-professional fees and expenses, shall be paid by the party incurring such expenses, except that TMLP and WMLP shall each pay for one-half of (a) any filing fees with respect to the Registration Statement and (b) the costs of printing and mailing of the Consent Statement/Prospectus.
7.11.    Tax Matters.
(a)    The WMLP Parties and the TMLP Parties shall, to the extent permissible under applicable Law, treat the combined businesses of WMLP and TMLP as a single activity for purposes of Section 469 of the Code.
(b)    The WMLP Parties and the TMLP Parties agree that for U.S. federal income and applicable state and local Tax purposes, any cash paid in lieu of fractional units pursuant to Section 4.5 is intended to be treated as a reimbursement of capital expenditures pursuant to Treas. Reg. §1.707-4(d) or as a return of capital under general tax principles.
(c)    The WMLP Parties and the TMLP Parties each acknowledge and agree that, for U.S. federal income and applicable state and local Tax purposes, (i) the Merger is intended to be treated as an “assets-over” partnership merger transaction under Treasury Regulations Sections 1.708-1(c)(1) and 1.708-1(c)(3)(i), whereby WMLP is intended to be the terminating partnership and TMLP is intended to be the resulting partnership, and as a result, the Merger is intended to be treated for U.S. federal income and applicable state and local Tax

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purposes as (A) a contribution of all of the assets and liabilities of WMLP to TMLP in exchange for partnership interests in TMLP, immediately followed by (B) a liquidating distribution by WMLP of such partnership interests in TMLP to the partners of WMLP, and (ii) none of TMLP, WMLP, nor any partner of TMLP or WMLP is intended to recognize taxable gain (other than any gain resulting from (A) any decrease in partnership liabilities pursuant to Section 752 of the Code or (B) a disguised sale attributable to contributions of cash or other property to WMLP after the date of this Agreement and prior to the Effective Time) (the “Intended Tax Treatment”). Unless required to do so as a result of a “determination” as defined in Section 1313 of the Code, each of the WMLP Parties and the TMLP Parties agrees not to make any Tax filings or otherwise take any position inconsistent with the Intended Tax Treatment and to cooperate with the other party to make any filings, statements, or reports required to effect, disclose or report the Intended Tax Treatment.
7.12.    Indemnification; Directors’ and Officers’ Insurance.
(a)    From and after the Effective Time, each of TMLP and the Surviving Entity agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and TMLP and the Surviving Entity shall also advance expenses as incurred to the fullest extent permitted under applicable Law), each present and former director and officer of WMLP GP (each, an “Indemnified Person”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director or officer of WMLP GP or employee of the WMLP Parties or services performed by such Person at the request of the WMLP Parties (including acting, at the request of the WMLP Parties, as a director, officer, employee, partner, manager, fiduciary or trustee of any other Person) at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the transactions contemplated by this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Person.
(b)    From and after the Effective Time, the TMLP Parties shall honor all rights to indemnification, advancement of expenses, elimination of liability and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in favor of the Indemnified Persons as provided in the Governing Documents of WMLP and WMLP GP, under applicable Delaware Law, or otherwise, and shall ensure that the Governing Documents of the Surviving Entity and the Surviving GP Entity (or their successor entities) shall, for a period of six years following the Effective Time, contain provisions substantially no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of WMLP and WMLP GP as of the date of this Agreement.
(c)    For a period of not less than six (6) years from and after the Effective Time, the Surviving Entity and the Surviving GP Entity, as applicable, shall, and the TMLP Parties shall cause the Surviving Entity and the Surviving GP Entity to, maintain for the benefit of the directors and officers of WMLP GP, as of the Effective Time, an insurance and

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indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of the WMLP Parties or, if such substantially equivalent insurance coverage is unavailable, the best coverage that is reasonably available; provided, that in no event shall the annual cost of the D&O Insurance exceed 300% of the current annual premium paid by the WMLP Parties for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Entity and the Surviving GP Entity shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the foregoing, at or prior to the Effective Time, the WMLP Parties may obtain, at its election, prepaid policies, which policies provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in connection with the transactions contemplated by this Agreement; provided, that the WMLP Parties shall in no event spend more than an amount equal to six multiplied by 300% of the current annual premium paid by the WMLP Parties for the existing policies of the WMLP Parties. If such prepaid policies have been obtained prior to the Effective Time, the WMLP Parties and the Surviving Entity and the Surviving GP Entity, as applicable, shall, and the TMLP Parties shall cause the Surviving Entity and the Surviving GP Entity to, maintain such policies in full force and effect, and continue to honor the obligations thereunder.
(d)    If the TMLP Parties, the Surviving Entity and the Surviving GP Entity or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the TMLP Parties or the Surviving Entity and the Surviving GP Entity, as the case may be, shall assume the obligations set forth in this Section 7.12.
(e)    The rights of each Indemnified Person under this Section 7.12 shall be in addition to any rights such Person may have under the WMLP Partnership Agreement, the WMLP GP LLC Agreement, under Delaware Law or any other applicable Law, or under any other agreement of such Indemnified Person with the WMLP Parties. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person.
7.13.    Distributions. Between the date of this Agreement and the Effective Time, the WMLP Parties and TMLP Parties shall coordinate with each other regarding the declaration and payment of distributions in respect of the WMLP Common Units, the TexNew Mex Units and the TMLP Common Units and the record and payment dates relating thereto, so that no holder of WMLP Common Units or TexNew Mex Units shall receive two distributions, or fail to receive one distribution, for any single calendar quarter with respect to its applicable WMLP Common Units, TexNew Mex Units or TMLP Common Units received pursuant to the Merger in exchange therefor.
7.14.    Section 16 Matters. Prior to the Effective Time, the WMLP Board and TMLP Board shall take all such actions as may be necessary or appropriate to cause the transactions contemplated by this Agreement and any other dispositions of equity securities of

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WMLP or acquisitions of TMLP Common Units (including derivative securities) in connection with the transactions contemplated by this Agreement by any individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to WMLP or will become subject to such reporting requirements with respect to TMLP, to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Law.
7.15.    Conflicts Committees. Prior to the earlier of the Effective Time and the termination of this Agreement, none of the WMLP Parties, the TMLP Parties or any of their Subsidiaries shall eliminate the WMLP Conflicts Committee or the TMLP Conflicts Committee, or revoke or diminish the authority of the WMLP Conflicts Committee or the TMLP Conflicts Committee, or remove or cause the removal (without cause) of any director of the WMLP Board or TMLP Board that is a member of the WMLP Conflicts Committee or the TMLP Conflicts Committee either as a member of such board or such committee, without the affirmative vote of the TMLP Board or WMLP Board, as applicable, including the affirmative vote of a majority of members of the applicable conflicts committee. For the avoidance of doubt, this Section 7.15 shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director.
ARTICLE VIII    

Conditions
8.1.    Conditions to Each Party’s Obligation to Effect the Merger and the GP Merger. The respective obligation of each party to effect the Merger and the GP Merger is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:
(a)    Registration Statement. The Registration Statement shall have become effective under the Securities Act and the Consent Statement/Prospectus mailed to holders of the WMLP Common Units (in accordance with Regulation 14A of the Exchange Act) at least 20 Business Days prior to the Closing. No stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect, and no proceedings for that purpose shall have commenced or be threatened by the SEC unless subsequently withdrawn.
(b)    Written Consent. The Written Consent shall have been obtained in accordance with applicable Law and filed with the minutes of proceedings of WMLP, and such Written Consent shall not have been amended, modified, withdrawn, terminated or revoked; provided, however, that this Section 8.1(b) shall not imply that the Written Consent is permitted by the WMLP Partnership Agreement or applicable Law to be amended, modified or revoked following its execution by holders of WMLP Common Units constituting a Unit Majority (as defined in the WMLP Partnership Agreement).
(c)    No Orders. No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Order.
(d)    NYSE. The TMLP Common Units issuable to the holders of Eligible Units pursuant to this Agreement shall have been authorized for listing on the NYSE upon official notice of issuance.

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(e)    Tax Opinions.
(i)    TMLP shall have received an opinion of Latham & Watkins LLP dated as of the Closing Date to the effect that (A) at least 90% of the gross income of TMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is “qualifying income” within the meaning of Section 7704(d) of the Code and (B) at least 90% of the combined gross income of each of TMLP and WMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is “qualifying income” within the meaning of Section 7704(d) of the Code. In rendering such opinion, Latham & Watkins LLP shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the TMLP Parties and the WMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.
(ii)    WMLP shall have received an opinion of Vinson & Elkins L.L.P. dated as of the Closing Date to the effect that at least 90% of the gross income of WMLP for all of the calendar year that immediately precedes the calendar year that includes the Closing Date and each calendar quarter of the calendar year that includes the Closing Date for which the necessary financial information is available is “qualifying income” within the meaning of Section 7704(d) of the Code.  In rendering such opinion, Vinson & Elkins L.L.P. shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the WMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.
(f)    TMLP Partnership Agreement Amendment. TMLP GP shall have executed and delivered to TMLP the TMLP Partnership Agreement Amendment, with such TMLP Partnership Agreement Amendment to be effective as of the Effective Time.
8.2.    Conditions to Obligations of the TMLP Parties and the Merger Subs. The obligations of the TMLP Parties and the Merger Subs to effect the Merger and the GP Merger are also subject to the satisfaction or waiver by the TMLP Parties at or prior to the Closing of the following conditions:
(a)    Representations and Warranties. Each of the representations and warranties of the WMLP Parties set forth in (i) Article V (other than Section 5.1 (Organization, Good Standing and Qualification), Section 5.2 (Capital Structure of WMLP), Section 5.3 (Corporate Authority; Approval and Fairness), Section 5.6(b) (No Adverse Changes) and Section 5.11 (Takeover Statutes)) shall be true and correct (without regard to “materiality”, “WMLP Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date if this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that would not have a WMLP Material Adverse Effect, (ii) Section 5.2 (Capital Structure of WMLP) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on

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and as of such date and time (except to the extent that any such representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), except for such inaccuracies as would not be material in amount or effect, (iii) Section 5.6(b) (No Adverse Changes) shall be true and correct as of the date of this Agreement and (iv) Section 5.1 (Organization, Good Standing and Qualification), Section 5.3 (Corporate Authority; Approval and Fairness) and Section 5.11 (Takeover Statutes) shall be true and correct (without regard to “materiality”, “WMLP Material Adverse Effect” and similar qualifiers contained in such representations and warranties) in all material respects as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date).
(b)    Performance of Obligations of the WMLP Parties. The WMLP Parties shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.
(c)    No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any WMLP Material Adverse Effect.
(d)    WMLP Closing Certificate. The TMLP Parties and the Merger Subs shall have received at Closing a certificate signed on behalf of the WMLP Parties by an executive officer of WMLP certifying that such executive officer has read Section 8.2(a) and Section 8.2(b), and the conditions set forth in Section 8.2(a) and Section 8.2(b) are satisfied.
(e)    Tax Opinions. TMLP shall have received an opinion of Latham & Watkins LLP dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) TMLP should not recognize any income or gain as a result of the Merger and (ii) no gain or loss should be recognized by holders of TMLP Common Units as a result of the Merger (other than any gain resulting from any decrease in partnership liabilities pursuant to Section 752 of the Code). In rendering such opinion, Latham & Watkins LLP shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the TMLP Parties and the WMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.
8.3.    Conditions to Obligation of the WMLP Parties. The obligation of the WMLP Parties to effect the Merger and the GP Merger is also subject to the satisfaction or waiver by the WMLP Parties at or prior to the Closing of the following conditions:
(a)    Representations and Warranties. Each of the representations and warranties of the TMLP Parties set forth in (i) Article VI (other than Section 6.1 (Organization, Good Standing and Qualification), Section 6.2 (Capital Structure of TMLP; Capitalization of LP Merger Sub; Capitalization of GP Merger Sub), Section 6.3 (Corporate Authority), Section 6.6(a) (No Adverse Changes) and Section 6.11 (Takeover Statutes)) shall be true and correct (without regard to “materiality”, “TMLP Material Adverse Effect” and similar qualifiers contained in such representations and warranties) as of the date if this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such

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representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), other than for such failures to be so true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a TMLP Material Adverse Effect, (ii) Section 6.2 (Capital Structure of TMLP; Capitalization of LP Merger Sub; Capitalization of GP Merger Sub) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date), except for such inaccuracies as would not be material in amount or effect, (iii) Section 6.6(a) (No Adverse Changes) shall be true and correct as of the date of this Agreement and (iv) Section 6.1 (Organization, Good Standing and Qualification), Section 6.3 (Corporate Authority) and Section 6.11 (Takeover Statutes) shall be true and correct (without regard to “materiality”, “TMLP Material Adverse Effect” and similar qualifiers contained in such representations and warranties) in all material respects as of the date of this Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks of another date, in which case such representation and warranty shall only be required to be so true and correct as of such other date).
(b)    Performance of Obligations of the TMLP Parties and the Merger Subs. The TMLP Parties and the Merger Subs shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
(c)    No Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any TMLP Material Adverse Effect.
(d)    TMLP Parties and Merger Subs Closing Certificate. The WMLP Parties shall have received at Closing a certificate signed on behalf of the TMLP Parties and the Merger Subs by an executive officer of TMLP to the effect that such executive officer has read Section 8.3(a) and Section 8.3(b), and the conditions set forth in Section 8.3(a) and Section 8.3(b) are satisfied.
(e)    Tax Opinions. WMLP shall have received an opinion of Vinson & Elkins L.L.P. dated as of the Closing Date to the effect that for U.S. federal income tax purposes (i) WMLP should not recognize any income or gain as a result of the Merger; and (ii) no gain or loss should be recognized by holders of WMLP Common Units as a result of the Merger (other than any gain resulting from (A) any decrease in partnership liabilities pursuant to Section 752 of the Code, (B) a disguised sale attributable to contributions of cash or other property to WMLP after the date of the Agreement and prior to the Effective Time, (C) the receipt of any non-pro rata Merger Consideration, or (D) the receipt of cash paid in lieu of fractional units pursuant to Section 4.5). In rendering such opinion, Vinson & Elkins L.L.P. shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the WMLP Parties and the TMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.

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ARTICLE IX    

Termination
9.1.    Termination by Mutual Consent. This Agreement may be terminated and the Merger and the GP Merger may be abandoned at any time prior to the Effective Time, whether before or after the Written Consent of holders of WMLP Common Units referred to in Section 8.1(b) shall have been obtained, by mutual written consent of WMLP and TMLP.
9.2.    Termination by Either the WMLP Parties or the TMLP Parties. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of WMLP or TMLP if:
(a)    the Merger shall not have been consummated by February 14, 2018, whether such date is before or after the Written Consent of holders of WMLP Common Units referred to in Section 8.1(b) shall have been obtained (the “Termination Date”); or
(b)    any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the Written Consent of holders of WMLP Common Units referred to in Section 8.1(b) shall have been obtained);
provided that the right to terminate this Agreement pursuant to this Section 9.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.
9.3.    Termination by the WMLP Parties. This Agreement may be terminated by the WMLP Parties and the Merger may be abandoned if there has been a breach of any representation, warranty, covenant or agreement made by the TMLP Parties or the Merger Subs in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 8.3(a) or 8.3(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured by the Termination Date.
9.4.    Termination by the TMLP Parties. This Agreement may be terminated by the TMLP Parties and the Merger may be abandoned if there has been a breach of any representation, warranty, covenant or agreement made by the WMLP Parties in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Sections 8.2(a) or 8.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured by the Termination Date.
9.5.    Effect of Termination and Abandonment. In the event of termination of this Agreement and the abandonment of the Merger pursuant to this Article IX, this Agreement shall become void and of no effect with no liability to any Person on the part of any party hereto (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything in the foregoing to the contrary, that (a) no such termination shall relieve any party hereto of any liability or damages to the other party hereto resulting from any knowing and intentional material breach of this Agreement and (b) the provisions set forth in this Section 9.5 and the second

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sentence of Section 10.1 shall survive the termination of this Agreement. As used in this Agreement, the phrase “knowing and intentional” means, with respect to any act or omission, the taking of a deliberate act, or omission, which act constitutes in and of itself a breach, even if breaching was not the conscious object of the act or omission.
ARTICLE X    

Miscellaneous and General
10.1.    Survival. This Article X and the agreements of the WMLP Parties, the TMLP Parties and the Merger Subs contained in Article IV and Sections 7.10 (Expenses) and 7.12 (Indemnification; Directors’ and Officers’ Insurance) shall survive the consummation of the Merger and the other transactions contemplated by this Agreement. This Article X and the agreements of the WMLP Parties, TMLP Parties and the Merger Subs contained in Section 7.10 (Expenses) and Section 9.5 (Effect of Termination and Abandonment) shall survive the termination of this Agreement. All other representations, warranties, covenants and agreements in this Agreement shall not survive the consummation of the Merger and the GP Merger or the termination of this Agreement.
10.2.    Modification or Amendment. Subject to the provisions of the applicable Laws, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement of the parties hereto; provided, however, that any such amendments or modifications must be approved by, in the case of amendments or modifications by any WMLP Party, the WMLP Conflicts Committee and, in the case of amendments or modifications by any TMLP Party, the TMLP Board; provided, further, however, that the TMLP Board may not take or authorize any such action without prior written approval of the TMLP Conflicts Committee.
10.3.    Waiver of Conditions; Any Determinations, Decisions, Etc. The conditions to each of the parties’ obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable Laws; provided, however, that any such waiver shall only be effective if made in writing; provided, further, that the WMLP Parties or the TMLP Board, as the case may be, may not make or authorize any such waiver without the prior approval of the WMLP Conflicts Committee or the TMLP Conflicts Committee, as applicable. The failure of any party to assert any of its rights hereunder or under applicable Law shall not constitute a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise by any party of any of its rights hereunder precludes any other or further exercise of such rights or any other rights hereunder or under applicable Law. Whenever a determination, decision, approval, notice or consent of the WMLP Parties or the TMLP Parties is permitted or required pursuant to or otherwise in connection with this Agreement, such determination, decision, approval, notice or consent must be authorized or made by the WMLP Conflicts Committee, in the case of the WMLP Parties, or the TMLP Board and the TMLP Conflicts Committee, in the case of the TMLP Parties.

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10.4.    Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
10.5.    GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE.
(a)    THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the Federal courts of the United States of America located in the State of Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.6 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.
(b)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.5.
(c)    The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific

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terms or were otherwise breached (and, more specifically, that immediate and irreparable harm would likewise occur if the Merger or any of the other transactions contemplated by this Agreement were not consummated and the holders of WMLP Common Units did not receive the aggregate consideration payable to them in accordance with the terms and subject to the conditions of this Agreement). It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or, if said Court of Chancery shall lack subject matter jurisdiction, any Federal court of the United States of America located in the County of New Castle, Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In the event that any action is brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.5(c), and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
(d)    To the extent any party brings an action, suit or proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than an action to specifically enforce any provision that expressly survives termination of this Agreement) when expressly available to such party pursuant to the terms of this Agreement, the Termination Date shall automatically be extended to (i) the twentieth Business Day following the resolution of such action, suit or proceeding, or (ii) such other time period established by the court presiding over such action, suit or proceeding.
10.6.    Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile, email or overnight courier:
If to the TMLP Parties or the Merger Subs:
c/o Andeavor
19100 Ridgewood Pkwy
San Antonio, Texas 78259
Attn:
Charles A. Cavallo
Telephone:
(210) 626-4045
Facsimile:
(210) 745-4494
Email:
Charles.A.Cavallo@andeavor.com
 
With a copy to:
Latham & Watkins LLP
811 Main Street, Suite 3700, Houston, TX 77002

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Attn:
Sean Wheeler
Debbie Yee
Telephone:
(713) 546-7827
Facsimile:
(713) 546-5401
Email:
Sean.Wheeler@lw.com
 
With a copy to:
Sullivan & Cromwell LLP,
125 Broad Street, New York, NY 10004
Attn:
Francis J. Aquila
Krishna Veeraraghavan
Telephone:
(212) 558-3000
Facsimile:
(212) 558-3588
Email:
aquilaf@sullcrom.com
veeraraghavank@sullcrom.com
 
 
With a copy to:
Andrews Kurth Kenyon LLP
600 Travis Street, Suite 4200, Houston, TX 77002
Attn:
Robert V. Jewell
John B. Clutterbuck
Telephone:
(713) 220-4730
Facsimile:
(713) 220-4285
Email:
bjewell@andrewskurth.com
johnclutterbuck@andrewskurth.com
If to the WMLP Parties:
Western Refining Logistics, LP
1250 W. Washington St, Suite 101, Tempe, Arizona 85281
Attn:
Todd Stanley
Telephone:
(602) 286-1417
Facsimile:
(602) 797-2676
Email:
David.T.Stanley@andeavor.com
 

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With a copy to:
Bracewell LLP
711 Louisiana Street, Suite 2300, Houston, TX 77002
Attn:
W. Cleland Dade
William S. Anderson
Telephone:
(713) 221-1314
Facsimile:
(713) 222-3243
Email:
cle.dade@bracewell.com
will.anderson@bracewell.com
With a copy to:
Vinson & Elkins LLP
1001 Fannin Street, Suite 2500, Houston, TX 77002
Attn:
Alan Beck
Lande A. Spottswood
Telephone:
(713) 758-2326
Facsimile:
(713) 615-5171
Email:
abeck@velaw.com
lspottswood@velaw.com
or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three Business Days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful transmission if sent by facsimile or email (provided that if given by facsimile or email such notice, request, instruction or other document shall be followed up within one Business Day by dispatch pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent by an overnight courier.
10.7.    Entire Agreement. This Agreement (including any exhibits hereto), the WMLP Disclosure Letter, the TMLP Disclosure Letter, the Support Agreement, the TMLP Restructuring Agreement and the Confidentiality Agreement between TMLP, WMLP, Andeavor and Western, dated as of May 1, 2017, constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER THE TMLP PARTIES AND THE MERGER SUBS NOR THE WMLP PARTIES MAKES OR RELIES ON ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION, MADE BY, OR MADE AVAILABLE BY, ITSELF OR ANY OF ITS REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE

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OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. No party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein.
10.8.    No Third-Party Beneficiaries. Except as provided in Section 7.12 (Indemnification; Directors’ and Officers’ Insurance), the parties agree that their respective representations, warranties and covenants set forth in this Agreement are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with Section 10.3 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.
10.9.    Obligations of the TMLP Parties and of the WMLP Parties. Whenever this Agreement requires a Subsidiary of any of the TMLP Parties to take any action, such requirement shall be deemed to include an undertaking on the part of TMLP Parties to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of any of the WMLP Parties to take any action, such requirement shall be deemed to include an undertaking on the part of the WMLP Parties to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Entity to cause such Subsidiary to take such action.
10.10.    Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including penalties and interest) incurred by the WMLP Parties in connection with the Merger and the GP Merger shall be paid by the TMLP Parties and the Merger Subs when due, and the TMLP Parties and the Merger Subs will indemnify the WMLP Parties against liability for any such Taxes.
10.11.    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

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10.12.    Successors and Assigns. This Agreement shall not be assignable by operation of law or otherwise; provided, however, that the TMLP Parties may designate, by written notice to the WMLP Parties, (a) another wholly owned direct or indirect Subsidiary in lieu of LP Merger Sub, in which event all references herein to LP Merger Sub shall be deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to LP Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation and/or (b) another wholly owned direct or indirect Subsidiary in lieu of GP Merger Sub, in which event all references herein to GP Merger Sub shall be deemed references to such other Subsidiary, except that all representations and warranties made herein with respect to GP Merger Sub as of the date of this Agreement shall be deemed representations and warranties made with respect to such other Subsidiary as of the date of such designation; provided that in the case of clause (a) or (b) above, any such designation shall not materially impede or delay the consummation of the transactions contemplated by this Agreement or otherwise materially impede the rights of the holders of WMLP Common Units under this Agreement. Any purported assignment in violation of this Agreement shall be null and void.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the date first written above.
ANDEAVOR LOGISTICS LP
By: Tesoro Logistics GP, LLC, its general partner
By
\S\ STEVEN M. STERIN
 
Name:
Steven M. Sterin
 
Title:
Chief Financial Officer and President
 
TESORO LOGISTICS GP, LLC
 
By
\S\ GREGORY J. GOFF
 
Name:
Gregory J. Goff
 
Title:
Chief Executive Officer


[Signature Page to Merger Agreement]


US-DOCS\87676517.23





WNRL MERGER SUB LLC
 
By
\S\ GREGORY J. GOFF
 
Name:
Gregory J. Goff
 
Title:
Chief Executive Officer
 
 
 
            
WNRL GP MERGER SUB LLC
 
By
\S\ GREGORY J. GOFF
 
Name:
Gregory J. Goff
 
Title:
Chief Executive Officer
 
 
 



[Signature Page to Merger Agreement]


US-DOCS\87676517.23






WESTERN REFINING LOGISTICS, LP
By: Western Refining Logistics GP, LLC, its general partner
By
\S\ C. DOUGLAS JOHNSON
 
Name:
C. Douglas Johnson
 
Title:
President

WESTERN REFINING LOGISTICS GP, LLC
 
By
\S\ GREGORY J. GOFF
 
Name:
Gregory J. Goff
 
Title:
Chief Executive Officer
 


[Signature Page to Merger Agreement]


US-DOCS\87676517.23




Exhibit A
TMLP Restructuring Agreement


[see attached]


Exhibit A

US-DOCS\87676517.23





SPONSOR EQUITY RESTRUCTURING AGREEMENT
among
ANDEAVOR,
ANDEAVOR LOGISTICS LP
and
TESORO LOGISTICS GP, LLC
Dated as of August 13, 2017


US-DOC\91776486.8




SPONSOR EQUITY RESTRUCTURING AGREEMENT
This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).
RECITALS
WHEREAS, AMLP GP is the general partner of AMLP and holds a 2.0% General Partner Interest in AMLP;
WHEREAS, conditional upon the Closing, AMLP GP and AMLP have agreed to the restructuring of the Incentive Distribution Rights and the General Partner Interests (collectively, including the issuance of the Restructuring Common Units and the amendment and restatement of the Original LP Agreement, the “Transaction”);
WHEREAS, Section 13.1(d)(i) of the First Amended and Restated Agreement of Limited Partnership of AMLP, dated as of April 26, 2011 (as amended to the date hereof, the “Original LP Agreement”), provides that AMLP GP, without the approval of any Limited Partner, may amend any provision of the Original LP Agreement to reflect a change that, in the discretion of AMLP GP, does not adversely affect the Limited Partners (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS, AMLP GP has determined, in its discretion, that this Agreement and the amendment contemplated by Section 2.2 hereof, does not adversely affect the Limited Partners (including any particular class of Partnership Interest as compared to other classes of Partnership Interests) in any material respect.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows:
ARTICLE I

DEFINITIONS AND INTERPRETATION
1.1.    Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:
Andeavor Entities” means Andeavor and any Person controlled, directly or indirectly, by Andeavor, other than AMLP GP or a AMLP Group Member; and “Andeavor Entity” means any of the Andeavor Entities.

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AMLP Group” means AMLP and its Subsidiaries (other than any WMLP Group Member following the Closing Date), treated as a single consolidated entity.
AMLP Group Member” means any member of the AMLP Group.
Closing” means the closing of the transactions contemplated by the Merger Agreement.
Closing Date” means the date of the closing of the transactions contemplated by the Merger Agreement.
EHS Assessment and Mechanical Integrity Review” means an environmental, health and safety assessment and mechanical integrity review of the WMLP Assets, which shall include without limitation a determination by AMLP, in its sole discretion, as to which WMLP Assets will require a Phase I Environmental Assessment.
Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, judgments, ordinances, codes, injunctions, decrees, Environmental Permits and other legally enforceable requirements and rules of common law now or hereafter in effect, relating to pollution or protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.
Environmental Permit” means any permit, approval, identification number, license, registration, consent, exemption, variance or other authorization required under or issued pursuant to any applicable Environmental Law.
Hazardous Substance” means (a) any substance that is designated, defined or classified as a hazardous waste, solid waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or terms of similar meaning, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.
Losses” means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent.
Merger Agreement” means that certain Agreement and Plan of Merger, dated as the date hereof, by and among WMLP, Western Refining Logistics GP, LLC, a Delaware limited liability company, AMLP, AMLP GP, WNRL Merger Sub LLC, a Delaware limited liability

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US-DOCS\91776486.8




company and a wholly owned subsidiary of AMLP, and WNRL GP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of AMLP.
Phase I Environmental Assessment” means a Phase I environmental site assessment prepared in substantial conformance with ASTM 1574E-13 standards.
Pipeline Rate Regulatory Agencies” means the applicable federal, state and local governmental or regulatory agencies having jurisdiction over rates to be charged for services provided with respect to the WMLP Assets.
Prudent Industry Practice” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with the higher of (a) the standards generally followed by the United States pipeline, terminalling and rail industries and (b) the standards applied or followed by the Andeavor Entities in the performance of similar tasks or projects, or by AMLP GP or the AMLP Group in the performance of similar tasks or projects.
Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors, managers or other governing body of such Person.
WMLP” means Western Refining Logistics, LP, a Delaware limited partnership.
WMLP Group” means WMLP and its Subsidiaries, treated as a single consolidated entity.
WMLP Group Member” means any member of the WMLP Group.
1.2.    Other Terms. Each of the other capitalized terms used in this Agreement has the meaning set forth where such term is first used or, if no meaning is set forth, the meaning given to it in the Original LP Agreement.
1.3.    Additional Rules of Interpretation; Construction Provisions. Unless the express context otherwise requires:

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(a)    the words “hereof”, “herein”, “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(b)    the terms defined in the singular have a comparable meaning when used in the plural and vice versa;
(c)    wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;
(d)    the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and
(e)    the parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
ARTICLE II    

The Transaction
2.1.    Effectiveness. The Transaction and the provisions of this Agreement, including the indemnification provisions in Article VI hereof, shall be conditional upon, and shall be effective only upon, the Closing of the transactions contemplated by the Merger Agreement.
2.2.    Restructuring of Incentive Distribution Rights and General Partner Interests. Simultaneously with the Closing, the Original LP Agreement shall be amended and restated in its entirety by AMLP GP (acting pursuant to its authority in Sections 13.1(a), 13.1(d) and 13.1(g) of the Original LP Agreement) to read as set forth in Annex A, and as so amended and restated shall be the limited partnership agreement of AMLP (such amended and restated agreement being referred to as the “Revised LP Agreement”) until duly amended in accordance with its terms and applicable Law. Pursuant to such amendment and restatement, the Incentive Distribution Rights shall be cancelled (the “Cancellation”) and the General Partner Interest owned by AMLP GP shall be converted to a non-economic general partner interest in AMLP (the “Conversion”).
2.3.    Consideration. In consideration for the Cancellation and the Conversion (and concurrently therewith), AMLP shall issue to AMLP GP, 78,000,000 Common Units (the “Restructuring Common Units”).
2.4.    Further Assurances. The parties agree to execute and deliver, or cause to be executed and delivered, such further instruments or documents or take such other action as may be reasonably necessary or convenient to carry out the sponsor equity restructuring contemplated hereby.

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ARTICLE III    

Representations and Warranties of AMLP GP
AMLP GP hereby represents and warrants to AMLP and Andeavor that:
3.1.    Organization, Good Standing and Qualification. AMLP GP is a legal entity duly organized and validly existing under the Laws of the state of Delaware and has all requisite limited liability company power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of AMLP GP, enforceable against AMLP GP in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and to legal principles of general applicability governing the availability of equitable remedies, including principles of good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (collectively, “Enforceability Exceptions”).
3.2.    No Violations. The execution, delivery and performance of this Agreement by AMLP GP does not, and the consummation of the Transaction and the other transactions contemplated by this Agreement will not (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which AMLP GP is a party or by which AMLP GP or properties is subject or bound that is material to AMLP GP, (ii) constitute a breach or violation of, or a default under the Original LP Agreement, (iii) contravene or conflict with or constitute a violation of any provision of any law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, rule, regulation, order, writ, injunction, decree, or ruling (“Law”) binding upon or applicable to AMLP GP, or (iv) result in the creation of any liens or other encumbrances on any of AMLP GP’s assets.
3.3.    Equity Interests. AMLP GP is the beneficial and record holder of the Incentive Distribution Rights and General Partner Interests and AMLP GP has good and valid title to the Incentive Distribution Rights and General Partner Interests, free and clear of all liens, encumbrances or other claims and there is no subscription, option, warrant, call, right, agreement or commitment relating to the issuance, sale, delivery, repurchase or transfer by AMLP GP of the Incentive Distribution Rights and General Partner Interests, except as set forth in the Original LP Agreement.
3.4.    Investment Intent and Securities Laws Compliance.
(a)    AMLP GP has been given reasonable access to full and fair disclosure of all material information regarding AMLP and the Restructuring Common Units, including reasonable access to the books and records of AMLP. AMLP GP acknowledges and agrees that it has been provided, to its full satisfaction, with the opportunity to ask questions concerning the

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terms and conditions of an investment in AMLP and has knowingly and voluntarily elected instead to rely solely on its own investigation.
(b)    AMLP GP understands that the Restructuring Common Units are “restricted securities” and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities Laws. AMLP GP acknowledges that the Restructuring Common Units will bear a restrictive legend to that effect. AMLP GP acknowledges and agrees that it must bear the economic risk of this investment indefinitely, that the Restructuring Common Units issued to AMLP GP hereunder may not be sold or transferred or offered for sale or transfer by it without registration under the Securities Act and an applicable state securities or “Blue Sky” Laws or the availability of exemptions therefrom, and that AMLP GP has no present intention of registering the resale of any of such Restructuring Common Units.
(c)    AMLP GP has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Restructuring Common Units, and has so evaluated the merits and risks of such investment. AMLP GP is able to bear the economic risk of an investment in the Restructuring Common Units and, at the present time and in the foreseeable future, is able to afford a complete loss of such investment.
(d)    AMLP GP understands that the Restructuring Common Units are being offered and issued to AMLP GP in reliance upon specific exemptions from the registration requirements of United States federal and state securities Laws and that AMLP is relying upon the truth and accuracy of, and AMLP GP’s compliance with, the representations, warranties, agreements, acknowledgments and understandings, which are true, correct and complete, of AMLP GP set forth herein in order to determine the availability of such exemptions and the eligibility of AMLP GP to acquire the Restructuring Common Units.
ARTICLE IV    

Representations and Warranties of AMLP
AMLP hereby represents and warrants to AMLP GP that:
4.1.    Organization, Good Standing and Qualification. AMLP is a legal entity duly organized and validly existing under the Laws of the state of Delaware and has all requisite limited partnership power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transaction and has obtained Special Approval for such actions. This Agreement constitutes a legal, valid and binding obligation of AMLP, enforceable against AMLP in accordance with its terms, subject to the Enforceability Exceptions.
4.2.    No Violations. The execution, delivery and performance of this Agreement by AMLP does not, and the consummation of the Transaction and the other transactions contemplated by this Agreement will not, (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default)

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under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which any AMLP Group Member is a party or by which any AMLP Group Member or any of its properties is subject or bound that is material to the AMLP Group, (ii) constitute a breach or violation of, or a default under the Original LP Agreement, (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to any AMLP Group Member, or (iv) result in the creation of any liens or other encumbrances on any assets of any AMLP Group Member.
4.3.    Restructuring Common Units. The Restructuring Common Units will be duly authorized and, when issued and delivered to AMLP GP in accordance with the terms hereof, will be validly issued, fully paid (to the extent required by the Original LP Agreement and the Revised LP Agreement), and non-assessable.
ARTICLE V    

Representations and Warranties of Andeavor
Andeavor hereby represents and warrants to AMLP that:
5.1.    Organization, Good Standing and Qualification. Andeavor is a legal entity duly organized and validly existing under the Laws of the state of Delaware and has all requisite corporate power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Transaction. This Agreement constitutes a legal, valid and binding obligation of Andeavor, enforceable against Andeavor in accordance with its terms, subject to the Enforceability Exceptions.
5.2.    No Violations. The execution, delivery and performance of this Agreement by Andeavor does not, and the consummation of the Transaction and the other transactions contemplated by this Agreement will not, (i) constitute a breach or violation of, or result in a default (or an event that, with notice or lapse of time or both, would become a default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, any note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, agreement, joint venture or other instrument or obligation to which Andeavor or any of its Subsidiaries (other than any AMLP Group Member) is a party or by which Andeavor or any of such Subsidiaries or properties is subject or bound that is material to Andeavor and such Subsidiaries, (ii) constitute a breach or violation of, or a default under the certificate of incorporation or bylaws of Andeavor, (iii) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to Andeavor or any of its Subsidiaries (other than any AMLP Group Member), or (iv) result in the creation of any liens or other encumbrances on any assets of Andeavor or any of its Subsidiaries (other than any AMLP Group Member).

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ARTICLE VI    

WMLP Legacy Indemnification
6.1.    Environmental Indemnification. Subject to Section 6.2 and Section 6.6 and with respect to the assets owned by the WMLP Group as of the Closing Date acquired by AMLP pursuant to the Merger Agreement by virtue of its acquisition of the WMLP Group thereunder (such assets, collectively, the “WMLP Assets”), Andeavor shall indemnify, defend and hold harmless the AMLP Group from and against any Losses suffered or incurred by the AMLP Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:
(a)    any violation or correction of violation of Environmental Laws;
(b)    any event, condition or environmental matter associated with or arising from the ownership or operation of the WMLP Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the WMLP Assets or the disposal or release of Hazardous Substances generated by operation of the WMLP Assets at non-WMLP Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and
(c)    any event, condition or environmental matter or legal action pending as of the Closing Date against any WMLP Group Member, a true and correct summary of which with respect to the WMLP Assets is described on Schedule I to this Agreement;
provided, however, that with respect to any violation under Section 6.1(a) or any event, condition or environmental matter included under Section 6.1(b) that is associated with the ownership or operation of the WMLP Assets, Andeavor will be obligated to indemnify the AMLP Group only to the extent that such violation, event, condition or environmental matter (x) occurred before the Closing Date under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) (A) with respect to any WMLP Assets for which ALLP has determined in its EHS Assessment and Mechanical Integrity Review that a Phase I Environmental Assessment is not required, Andeavor is notified in writing of such violation, event, condition or environmental matter prior to the fifth anniversary of the Closing Date or (B) with respect to any WMLP Assets for which ALLP has determined in its EHS Assessment and Mechanical Integrity Review that a Phase I Environmental Assessment is required, Andeavor is notified in writing of such violation, event, condition or environmental matter prior to the tenth anniversary of the Closing Date (Sections 6.1(a) through (c) collectively, being “Covered Environmental Losses”).
6.2.    Right of Way Indemnification. Subject to Section 6.6, and with respect to the WMLP Assets, Andeavor shall indemnify, defend and hold harmless the AMLP Group from

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and against any Losses suffered or incurred by the AMLP Group, by reason of or arising out of (a) the failure of any AMLP Group Member to be the owner of such valid and indefeasible easement rights or fee ownership or leasehold interests in and to the lands on which any crude oil or refined products pipeline or related pump station, wharf, storage tank, terminal, rail tracks or truck rack or any related facility or equipment acquired by AMLP pursuant to the Merger Agreement on the Closing Date is located as of such Closing Date, and such failure renders the AMLP Group liable to a third party or unable to use or operate the WMLP Assets in substantially the same manner that the WMLP Assets were used and operated by the WMLP Group immediately prior to the Closing Date; (b) the failure of any AMLP Group Member to have the consents, licenses and permits necessary to allow any such pipeline referred to in clause (a) of this Section 6.2 to cross the roads, waterways, railroads and other areas upon which any such pipeline is located as of the Closing Date, and such failure renders the AMLP Group liable to a third party or unable to use or operate the WMLP Assets in substantially the same manner that the WMLP Assets were used and operated by the WMLP Group immediately prior to such Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) of this Section 6.2 that does not allow the WMLP Assets to be operated in accordance with Prudent Industry Practice, in each case to the extent (x) such matter is set forth on Schedule III to this Agreement or (y) Andeavor is notified in writing of any of the foregoing prior to the fifth anniversary of the Closing Date.
6.3.    EHS Assessment and Mechanical Integrity Review; Indemnification and Reimbursement.
(a)    The EHS Assessment and Mechanical Integrity Review shall be completed by AMLP within six months of the Closing Date. AMLP shall engage external environmental, health and safety and mechanical integrity consultants (“EHS Consultants”) (i) to review the plans, scope and methodology of the EHS Assessment and Mechanical Integrity Review and to advise the conflicts committee of the board of directors of AMLP GP of the appropriateness of the foregoing, (ii) to assist AMLP with the EHS Assessment and Mechanical Integrity Review, and/or (iii) upon completion of the EHS Assessment and Mechanical Integrity Review, to review and sample such assessments as reasonably required to confirm such EHS Assessment and Mechanical Integrity Review was performed according to the agreed-upon plans, scope and methodology.
(b)    With respect to the WMLP Assets, Andeavor shall (i) indemnify, defend, and hold harmless the AMLP Group from and against any Losses suffered or incurred by the AMLP Group by reason of or arising out of  events and conditions associated with the presence of Hazardous Substances on, under, about or migrating to or from the WMLP Assets or the disposal or release of Hazardous Substances generated by operation of the WMLP Assets at non-WMLP Asset locations and occurring (x) after the Closing Date and before the completion of the EHS Assessment and Mechanical Integrity Review or (y) with respect to assets where the EHS Assessment and Mechanical Integrity Review has determined any remediation or upgrades are necessary, before the AMLP Group has had the opportunity to complete the upgrades or remediation efforts identified by the EHS Assessment and Mechanical Integrity Review (clauses (x) and (y), collectively, “Covered EHS Losses”) and (ii) reimburse the AMLP Group for the costs of any remediation or upgrades identified as necessary by the EHS Assessment and Mechanical Integrity Review; provided that the AMLP Group shall use its reasonable best efforts

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to complete any remediation or upgrades identified by the EHS Assessment and Mechanical Integrity Review in a timely manner.
6.4.    Additional Indemnification. In addition to and not in limitation of the indemnification provided under Sections 6.1, 6.2 and 6.3, Andeavor shall indemnify, defend, and hold harmless the AMLP Group from and against any Losses suffered or incurred by the AMLP Group by reason of or arising out of (i) events and conditions associated with the ownership or operation of the WMLP Assets and occurring before the Closing Date (other than (x) Covered Environmental Losses, which are provided for under Section 6.1, (y) Losses covered pursuant to Section 6.2 and (z) any Covered EHS Losses, which are provided for under Section 6.3(b)) to the extent that Andeavor is notified in writing of any of the foregoing Losses prior to the tenth anniversary of the Closing Date, (ii) any pending (as of the Closing Date) legal actions against any WMLP Group Member set forth on Schedule IV to this Agreement, (iii) the failure to obtain any necessary consent from the Pipeline Rate Regulatory Agencies, if applicable, and (iv) all federal, state and local income tax liabilities attributable to the ownership or operation of the WMLP Assets prior to the Closing Date, including under Treasury Regulation Section 1.1502-6 (or any similar provision of state or local law).
6.5.    Indemnification Procedures.
(a)    The AMLP Group agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article VI, it will provide notice thereof in writing to Andeavor, specifying the nature of and specific basis for such claim.
(b)    Andeavor shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the AMLP Group that are covered by the indemnification under this Article VI, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or any matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the applicable AMLP Group Member unless it includes a full release of such AMLP Group Member from such claim.
(c)    The AMLP Group agrees to cooperate in good faith and in a commercially reasonable manner with Andeavor, with respect to all aspects of the defense of any claims covered by the indemnification under this Article VI, including, without limitation, the prompt furnishing to Andeavor of any correspondence or other notice relating thereto that any AMLP Group Member may receive, permitting the name of the applicable AMLP Group Member to be utilized in connection with such defense, the making available to Andeavor of any files, records or other information of any AMLP Group Member that Andeavor considers relevant to such defense, the making available to Andeavor of any employees of the AMLP Group and the granting to Andeavor of reasonable access rights to the properties and facilities of the AMLP Group; provided, however, that in connection therewith Andeavor agrees to use reasonable efforts to minimize the impact thereof on the operations of the AMLP Group and further agrees to maintain the confidentiality of all files, records, and other information furnished by any AMLP Group Member pursuant to this Section 6.5. In no event shall the obligation of any AMLP Group Member to cooperate with Andeavor as set forth in the immediately preceding sentence be

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construed as imposing upon such AMLP Group Member an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VI; provided, however, that the AMLP Group may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. Andeavor agrees to keep any such counsel hired by the AMLP Group informed as to the status of any such defense, but Andeavor shall have the right to retain sole control over such defense.
(d)    In determining the amount of any Losses for which any AMLP Group Member is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by such AMLP Group Member, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by such AMLP Group Member as a result of such claim and (ii) all amounts recovered by such AMLP Group Member under contractual indemnities from third Persons.
6.6.    Limitations Regarding Indemnification.
(a)    Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 (the “Annual Environmental Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.
(b)    For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement.
(c)    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a

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third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.
ARTICLE VII    

Miscellaneous and General
7.1.    Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.
7.2.    GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.
(a)    THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the Federal courts of the United States of America located in the State of Delaware.
(b)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.2.
7.3.    Successors and Assigns. This Agreement shall not be assignable by operation of Law or otherwise. Any purported assignment in violation of this Agreement shall be null and void.
7.4.    Amendments. All waivers, modifications, amendments or alterations of this Agreement shall require the written approval of each of the parties; provided, however, that AMLP may not, without the prior approval of the conflicts committee of the board of directors of AMLP GP, agree to any amendment or modification of this Agreement.

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7.5.    Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and assigns. This Agreement shall not be assignable by any party, except with the prior written consent of the other parties.
7.6.    Benefit of Agreement. This Agreement is made solely for the benefit of the parties, and no other person shall have any right, claim or cause of action under or by virtue of this Agreement.
7.7.    Severability. In the event that any provision of this Agreement shall finally be determined to be unlawful, such provision shall, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either party, be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.
7.8.    Titles. The article, section and paragraph titles in this Agreement are only for purposes of convenience and do not form a part of this Agreement and will not be taken to qualify, explain, or affect any provision thereof.

[Signature Page Follows]


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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the date first written above.
ANDEAVOR
 
By
 
 
Name:
 
 
Title:
 


ANDEAVOR LOGISTICS LP
 
By
 
 
Name:
 
 
Title:
 
 
TESORO LOGISTICS GP, LLC
 
By
 
 
Name:
 
 
Title:
 
 

















[Signature Page to Sponsor Equity Restructuring Agreement]

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Schedule I
Pending Environmental Proceedings

WMLP has an ongoing audit with the Pipeline and Hazardous Safety Materials Administration (“PHMSA”). This audit covers all of the pipeline documentation, work processes and field inspection of facilities. The audit began in March, 2017 and is being conducted by the PHSMA staff of the Houston office. WMLP could have some exposure to citations or violations which could lead to penalties being assessed. At this point, WMLP has not received any formal responses from PHMSA. This audit may not close until the end of 2017.




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Schedule II
Environmental Matters
The known soil and groundwater contamination on the assets originally contributed (and transferred) by St. Paul Park Refining Co. LLC, a Delaware limited liability company (“SPPR”), to WMLP pursuant to that certain Contribution, Conveyance and Assumption Agreement, dated as of September 7, 2016, by and among Western Refining, Inc., a Delaware corporation, SPPR, WMLP and WMLP GP.





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Schedule III
Right of Way Matters
Payments actually made to the allottee remaindermen owning a 56% undivided interest of Allotment 2073 in connection with the renewal of the easement on Allotment 2073.



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Schedule IV
Pending Litigation
That certain matter (Cause No.: 2016DCV4481) entitled Maria Ruiz, et al. v. Western Refining GP, LLC et al. in the 448th Judicial District Court, El Paso County, Texas.
Western Refining Southwest, Inc. and Western Refining Pipeline, LLC v. 3.7820 Acres of Land in McKinley County, New Mexico, Ann M. Aarseth, Anita Adakai, Anita Adakai Estate, Unknown Heirs of Anita Adakai, Deceased, Alvin Adakai, Frank Adakai, Jerry Adakai, Justin Adakai, Patrick Adakai, Paul F. Adakai, Aaron A. Antonio, Rose Austin, Marie F. Disiderio, Arthur M. Frank, Corrina Frank, David L. Frank, Ernest D. Frank, Esther M. Frank, Helen C. Frank, Jerry L. Frank, Pauline K. Frank, Sarah M. Frank, (Sarah Mae Frank, Sefina Garcia, Bertha Irving, Charles Irving, Darryl Irving, Bessie Johnson, Louise Lucero, Louise M. Mariano, Roderick Martinez, Anslem Morgan, Bertina Rae Morgan, Dugan Morgan, Lavera T. Morgan, Lawrence Tom Morgan, Philbert Morgan, Tom A. Morgan, Wilbert R. Morgan, Pauline Myers, Chee Nashbah, Ruby A. Randolph, Andrea Starks, Patrisha Stenberg (Patrisha Stenberg), Lorraine F. Tom, Lorraine Tom, Lorraine Tom Estate, Unknown Heirs of Lorraine Tom, Deceased, Mary B. Tom, Travis Tom, Andres A. Tovar, Anthony Tony Tovar, Carlos Manuel Tovar, Roberta Tovar, Karen Yazzie, All Unknown Owners or Claimants of Navajo Allotment No. 2073, and The United States of America, United States District Court for the District of New Mexico, Case No. 1:14-cv-00804-KG-KK
Western Refining Southwest, Inc. and Western Refining Pipeline, LLC v. U.S. Department of the Interior, Sally Jewell, in her official capacity as Secretary of the Interior, United States District Court for the District of New Mexico, Case No. 1:16-cv-00442 JCH-GBW.
Fauser Oil Bankruptcy Proceeding
Fauser Energy Resources, Inc., Case No. 17-00463
Fauser Oil Co., Inc., Case No. 17-00466
Fauser Transport, Inc. Case No. 17-00464
Ron’s L.P. Gas Service, LLC Case No. 17-00467


US-DOC\91776486.8




Annex A
Second Amended and Restated Agreement of Limited Partnership of AMLP
[see attached]
                


US-DOC\91776486.8





Exhibit B
Form of TMLP Partnership Agreement Amendment

[see attached]


Exhibit B

US-DOCS\87676517.23







SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ANDEAVOR LOGISTICS LP
Dated [Ÿ], 2017



US-DOCS\91120841.12




Article I DEFINITIONS
7
Section 1.1
Definitions    7
Section 1.2
Construction    23
Article II ORGANIZATION
24
Section 2.1
Formation    24
Section 2.2
Name    24
Section 2.3
Registered Office; Registered Agent; Principal Office; Other Offices    24
Section 2.4
Purpose and Business    24
Section 2.5
Powers    25
Section 2.6
Term    25
Section 2.7
Title to Partnership Assets    25
Article III RIGHTS OF LIMITED PARTNERS
26
Section 3.1
Limitation of Liability    26
Section 3.2
Management of Business    26
Section 3.3
Outside Activities of the Limited Partners    26
Section 3.4
Rights of Limited Partners    26
Article IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
27
Section 4.1
Certificates    27
Section 4.2
Mutilated, Destroyed, Lost or Stolen Certificates    28
Section 4.3
Record Holders    29
Section 4.4
Transfer Generally    29
Section 4.5
Registration and Transfer of Limited Partner Interests    30
Section 4.6
Transfer of the General Partner’s General Partner Interest    31
Section 4.7
[Reserved]    31
Section 4.8
Restrictions on Transfers    31
Section 4.9
Eligibility Certificates; Ineligible Holders.    33
Section 4.10
Redemption of Partnership Interests of Ineligible Holders.    34
Article V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
35
Section 5.1
Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights    35
Section 5.2
Contributions by the General Partner    36
Section 5.3
Contributions by Limited Partners    36
Section 5.4
Interest and Withdrawal    36
Section 5.5
Capital Accounts    36
Section 5.6
Issuances of Additional Partnership Securities    39
Section 5.7
[Reserved]    40

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Section 5.8
No Preemptive Right    40
Section 5.9
Splits and Combinations    40
Section 5.10
Fully Paid and Non-Assessable Nature of Limited Partner Interests    41
Section 5.11
[Reserved]    41
Section 5.12
Establishment of TexNew Mex Units    41
Section 5.13
Establishment of the Special Limited Partner Interest    43
Article VI ALLOCATIONS AND DISTRIBUTIONS
44
Section 6.1
Allocations for Capital Account Purposes    44
Section 6.2
Allocations for Tax Purposes    49
Section 6.3
Requirement and Characterization of Distributions; Distributions to Record Holders    50
Section 6.4
Reduction of Common Unit Distributions    51
Article VII MANAGEMENT AND OPERATION OF BUSINESS
52
Section 7.1
Management    52
Section 7.2
Certificate of Limited Partnership    54
Section 7.3
Restrictions on the General Partner’s Authority    54
Section 7.4
Reimbursement of the General Partner    55
Section 7.5
Outside Activities    56
Section 7.6
Loans from the General Partner; Loans or Contributions from the Partnership or Group Members    57
Section 7.7
Indemnification    57
Section 7.8
Liability of Indemnitees    59
Section 7.9
Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties    60
Section 7.10
Other Matters Concerning the General Partner    62
Section 7.11
Purchase or Sale of Partnership Securities    62
Section 7.12
Registration Rights of the General Partner and its Affiliates    62
Section 7.13
Reliance by Third Parties    65
Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
65
Section 8.1
Records and Accounting    65
Section 8.2
Fiscal Year    66
Section 8.3
Reports    66
Article IX TAX MATTERS
66
Section 9.1
Tax Returns and Information    66
Section 9.2
Tax Elections    67
Section 9.3
Tax Controversies    67
Section 9.4
Withholding    68
Article X ADMISSION OF PARTNERS
68

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Section 10.1
Admission of Limited Partners    68
Section 10.2
Admission of Successor General Partner    69
Section 10.3
Amendment of Agreement and Certificate of Limited Partnership    69
Article XI WITHDRAWAL OR REMOVAL OF PARTNERS
69
Section 11.1
Withdrawal of the General Partner    69
Section 11.2
Removal of the General Partner    71
Section 11.3
Interest of Departing General Partner and Successor General Partner    72
Section 11.4
[Reserved]    73
Section 11.5
Withdrawal of Limited Partners    73
Article XII DISSOLUTION AND LIQUIDATION
73
Section 12.1
Dissolution    73
Section 12.2
Continuation of the Business of the Partnership After Dissolution    74
Section 12.3
Liquidator    74
Section 12.4
Liquidation    75
Section 12.5
Cancellation of Certificate of Limited Partnership    75
Section 12.6
Return of Contributions    76
Section 12.7
Waiver of Partition    76
Section 12.8
Capital Account Restoration    76
Article XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
76
Section 13.1
Amendments to be Adopted Solely by the General Partner    76
Section 13.2
Amendment Procedures    78
Section 13.3
Amendment Requirements    78
Section 13.4
Special Meetings    79
Section 13.5
Notice of a Meeting    79
Section 13.6
Record Date    80
Section 13.7
Adjournment    80
Section 13.8
Waiver of Notice; Approval of Meeting    80
Section 13.9
Quorum and Voting    80
Section 13.10
Conduct of a Meeting    81
Section 13.11
Action Without a Meeting    81
Section 13.12
Right to Vote and Related Matters    82
Article XIV MERGER, CONSOLIDATION OR CONVERSION
82
Section 14.1
Authority    82
Section 14.2
Procedure for Merger, Consolidation or Conversion    83
Section 14.3
Approval by Limited Partners    84
Section 14.4
Certificate of Merger or Articles of Conversion    86
Section 14.5
Effect of Merger, Consolidation or Conversion    86

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Article XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
87
Section 15.1
Right to Acquire Limited Partner Interests    87
Article XVI GENERAL PROVISIONS
89
Section 16.1
Addresses and Notices; Written Communications    89
Section 16.2
Further Action    90
Section 16.3
Binding Effect    90
Section 16.4
Integration    90
Section 16.5
Creditors    90
Section 16.6
Waiver    90
Section 16.7
Third-Party Beneficiaries    90
Section 16.8
Counterparts    90
Section 16.9
Applicable Law    91
Section 16.10
Invalidity of Provisions    91
Section 16.11
Consent of Partners    92
Section 16.12
Facsimile and Email Signatures    92





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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ANDEAVOR LOGISTICS LP
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ANDEAVOR LOGISTICS LP dated as of [Ÿ], 2017, is entered into by and between Tesoro Logistics GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.
WHEREAS, the General Partner, the Organizational Limited Partner, Tesoro Alaska and Tesoro R&M entered into that certain First Amended and Restated Agreement of Limited Partnership of Tesoro Logistics LP on April 26, 2011, as amended by Amendment No. 1 thereto, dated as of December 2, 2014, and Amendment No. 2 thereto, dated as of November 21, 2016 (as so amended, the “Original Restated Agreement”);
WHEREAS, the General Partner, without the approval of any Limited Partner, may amend any provision of the Partnership Agreement (i) pursuant to Section 13.1(d)(i) of the Partnership Agreement to reflect a change that does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect or (ii) pursuant to Section 13.1(g) of the Partnership Agreement to reflect an amendment that the General Partner determines to be necessary or appropriate in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6 of the Partnership Agreement;
WHEREAS, on the date hereof, pursuant to that certain Agreement and Plan of Merger, dated as of August 13, 2017, by and among the Partnership, the General Partner, WNRL Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of the Partnership (“LP Merger Sub”), WNRL GP Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of the Partnership (“GP Merger Sub”), WNRL and WNRL GP (the “WNRL Merger Agreement”), (i) LP Merger Sub will merge with and into WNRL, with WNRL surviving as an indirect wholly owned subsidiary of the Partnership, and certain limited partner interests in WNRL will convert into the right to receive Partnership Interests, (ii) GP Merger Sub will merge with and into WNRL GP, with WNRL GP surviving as an indirect wholly owned subsidiary of the Partnership, and (iii) the Partnership will issue Partnership Interests designated as “TexNew Mex Units” having the rights, preferences and privileges set forth in this Agreement to Western Refining Southwest, in each case in accordance with, and with the terms specified in, the WNRL Merger Agreement;
WHEREAS, on the date hereof, pursuant to that certain Sponsor Equity Restructuring Agreement, dated as of August 13, 2017, by and among the Partnership, the General Partner and Andeavor (the “Sponsor Equity Restructuring Agreement”), the Partnership will issue 78,000,000 Common Units to the General Partner in consideration for (i) the cancellation of the General Partner’s interest in the Incentive Distribution Rights (as defined in the Original Restated Agreement) of the Partnership and (ii) the conversion of the General Partner Interest into a non-economic general partner interest in the Partnership, in each case in accordance with, and with the terms specified in, the Sponsor Equity Restructuring Agreement;

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WHEREAS, in connection with the closing of the transactions contemplated by the WNRL Merger Agreement and the Sponsor Equity Restructuring Agreement, Andeavor desires to waive its right to receive certain distributions with respect to its Common Units, for the periods and subject to and on the terms and conditions set forth herein; and
WHEREAS, the General Partner has adopted this Agreement pursuant to Section 13.1 of the Original Restated Agreement after having determined that the changes to the Original Restated Agreement effected by the adoption of this Agreement (i) do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect or (ii) are necessary or appropriate in connection with the authorization or issuance of a class of Partnership Securities pursuant to Section 5.6.
NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
ARTICLE I

DEFINITIONS
Section 1.1    Definitions
The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
Acquisition” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing over the long-term the operating capacity or operating income of the Partnership Group from the operating capacity or operating income of the Partnership Group existing immediately prior to such transaction. For purposes of this definition, “long-term” generally refers to a period of not less than twelve months.
Actual TexNew Mex Maintenance Capital Expenditures” means, with respect to any Quarter, the amount of Maintenance Capital Expenditures attributable to the TexNew Mex Shared Segment on a stand-alone basis, as determined by the General Partner, to the extent applicable, in accordance with U.S. GAAP.
Actual TexNew Mex Operating Expenses” means, with respect to any Quarter, the amount of operating costs and expenses attributable to the TexNew Mex Shared Segment on a stand-alone basis, as determined by the General Partner, to the extent applicable, in accordance with U.S. GAAP, excluding any amounts attributable to depreciation and amortization expenses.
Actual TexNew Mex Volumes” means, with respect to any Quarter, the total volume of crude oil actually transported on the TexNew Mex Pipeline Portion, during such Quarter, divided by the number of days in such Quarter.

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Adjusted Capital Account” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.
Adjusted Property” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d).
Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Agreed Allocation” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).
Agreed Value” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution and in the case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the revaluation event as described in Section 5.5(d), in both cases as determined by the General Partner. The General Partner shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property.
Agreement” means this Second Amended and Restated Agreement of Limited Partnership of Andeavor Logistics LP, as it may be amended, supplemented or restated from time to time.
Andeavor” means Andeavor, a Delaware corporation (formerly Tesoro Corporation).

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Associate” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, member, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest, (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.
Available Cash” means, with respect to any Quarter ending prior to the Liquidation Date:
(a)    the sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the General Partner so determines, all or any portion of additional cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less
(b)    the amount of any cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 5.12 or distributions to the holders of Common Units in respect of any one or more of the next four Quarters; provided, however, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.
Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.
Board of Directors” means, with respect to the General Partner, its board of directors or board of managers, if the General Partner is a corporation or limited liability company, or the board of directors or board of managers of the general partner of the General Partner, if the General Partner is a limited partnership, as applicable.
Book-Tax Disparity” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference

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between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.
Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.
Capital Account” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.
Capital Contribution” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions).
Capital Improvement” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets (including pipelines, terminals, tankage, tanker trucks, docks, truck racks and other storage, distribution or transportation facilities and related or similar midstream or logistics assets) or (c) capital contribution by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest, or after such capital contribution will have an equity interest, to fund such Group Member’s pro rata share of the cost of the addition or improvement to, the acquisition of existing, the construction of new or the improvement or replacement of existing capital assets (including pipelines, terminals, tankage, tanker trucks, docks, truck racks and other storage, distribution or transportation facilities and related or similar midstream or logistics assets) by such Person, in each case if such addition, improvement, replacement, acquisition or construction is made to increase over the long-term the operating capacity or operating income of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating capacity or operating income of the Partnership Group or such Person, as the case may be, existing immediately prior to such addition, improvement, replacement, acquisition or construction. For purposes of this definition, “long-term” generally refers to a period of not less than twelve months.
Carrying Value” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination; provided that the Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

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Cause” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.
Certificate” means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Securities.
Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.
Citizenship Eligibility Trigger” is defined in Section 4.9(a)(ii).
claim” (as used in Section 7.12(c)) has the meaning assigned to such term in Section 7.12(c).
Closing Date” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.
Closing Price” has the meaning assigned to such term in Section 15.1(a).
Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.
Combined Interest” has the meaning assigned to such term in Section 11.3(a).
Commences Commercial Service” means the date upon which a Capital Improvement is first put into commercial service by a Group Member following completion of construction development and testing, as applicable.
Commission” means the United States Securities and Exchange Commission.
Common Unit” means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement.
Conflicts Committee” means a committee of the Board of Directors of the General Partner composed of one or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner (other than Group Members), (c) is not a holder of any ownership interest in the General Partner or its Affiliates or the Partnership Group other than Common Units and other awards that are granted to such director under the LTIP and (d) meets the independence standards required of

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directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which the Common Units are listed or admitted to trading.
Contributed Property” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property or other assets shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.
Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of April 26, 2011, among the Partnership, the General Partner, Andeavor, Tesoro Alaska, Tesoro R&M and Tesoro High Plains, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.
Curative Allocation” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).
Current Market Price” has the meaning assigned to such term in Section 15.1(a).
Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.
Departing General Partner” means a former general partner from and after the effective date of any withdrawal or removal of such former general partner pursuant to Section 11.1 or Section 11.2.
Depositary” means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.
Economic Risk of Loss” has the meaning set forth in Treasury Regulation Section 1.752-2(a).
Effective TexNew Mex Tariff” means, with respect to any Quarter, the volume weighted average TexNew Mex Allocated Tariff Portion payable by customers for transportation services on the TexNew Mex Pipeline Portion in respect of services rendered during such Quarter.
Eligibility Certificate” is defined in Section 4.9(b).
Eligible Holder” means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).
Event of Withdrawal” has the meaning assigned to such term in Section 11.1(a).

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Excess Distribution” is defined in Section 6.1(d)(iii).
Excess Distribution Unit” is defined in Section 6.1(d)(iii).
Expansion Capital Expenditures” means cash expenditures for Acquisitions or Capital Improvements. Expansion Capital Expenditures shall include interest (and related fees) on debt incurred to finance the construction or development of a Capital Improvement and paid during the period beginning on the date that a Group Member enters into a binding commitment to commence the construction or development of such Capital Improvement and ending on the earlier to occur of the date that such Capital Improvement Commences Commercial Service and the date that such Capital Improvement is abandoned or disposed of. Debt incurred to fund such construction or development period interest payments (including periodic net payments under related interest rate swap agreements) paid during such period shall also be deemed to be debt incurred to finance the construction or development of a Capital Improvement. Where cash expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.
FERC” means the Federal Energy Regulatory Commission.
General Partner” means Tesoro Logistics GP, LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).
General Partner Interest” means the non-economic management interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it), which is evidenced by General Partner Units, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement. The General Partner Interest does not include any rights to receive distributions of Available Cash upon the liquidation or winding-up of the Partnership.
General Partner Unit” means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.
GP Merger Sub” has the meaning assigned to such term in the recitals.
Gross Liability Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.
Group” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

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Group Member” means a member of the Partnership Group.
Group Member Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
Holdback Amounts” has the meaning assigned to such term in Section 5.12(b)(iii)(B).
Holder” as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a).
Indemnified Persons” has the meaning assigned to such term in Section 7.12(c).
Indemnitee” means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of any Group Member, the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or any Affiliate of the General Partner or any Departing General Partner as a manager, managing member, director, officer, employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement.
Ineligible Holder” has the meaning assigned to such term in Section 4.9(c).
Initial Limited Partners” means the Organizational Limited Partner, the General Partner and the Underwriters upon the issuance by the Partnership of Common Units in connection with the Initial Offering.
Initial Offering” means the initial offering and sale of Common Units to the public, as described in the Registration Statement.
Investment Capital Expenditures” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.
Liability” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

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Limited Partner” means, unless the context otherwise requires, the Organizational Limited Partner prior to its withdrawal from the Partnership, each Initial Limited Partner, each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership.
Limited Partner Interest” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, TexNew Mex Units or other Partnership Securities (other than a General Partner Unit) or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all obligations of such Limited Partner to comply with the terms and provisions of this Agreement.
Liquidation Date” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.
Liquidation or Sale Loss” means any Net Loss recognized after the Liquidation Date or upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group).
Liquidator” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.
LP Merger Subhas the meaning assigned to such term in the recitals.
“Maintenance Capital Expenditures” means cash expenditures (including expenditures for the addition or improvement to or replacement of the assets owned by any Group Member or for the acquisition of existing, or the construction or development of new, assets) made to maintain the long-term operating capacity of the assets of or the operating income of the Partnership Group.
Merger Agreement” has the meaning assigned to such term in Section 14.1.
National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.
Net Agreed Value” means, (a) in the case of any Contributed Property, the Agreed Value of such property or other consideration reduced by any Liabilities either assumed by the

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Partnership upon such contribution or to which such property or other consideration is subject when contributed and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any Liability either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution, in either case as determined and required by the Treasury Regulations promulgated under Section 704(b) of the Code.
Net Income” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d).
Net Loss” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d).
Nonrecourse Built-in Gain” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Sections 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.
Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.
Nonrecourse Liability” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2). “Notice of Election to Purchase” has the meaning assigned to such term in Section 15.1(b).
Notice of Election to Purchase” has the meaning assigned to such term in Section 15.1(b).
Omnibus Agreement” means that certain Omnibus Agreement, dated as of April 26, 2011, among Andeavor, Tesoro R&M, Tesoro Companies, Inc., a Delaware corporation, Tesoro Alaska, the General Partner and the Partnership, as such agreement may be amended, supplemented or restated from time to time.
Operational Services Agreement” means that certain Operational Services Agreement, dated as of April 26, 2011, among Andeavor, the Partnership, Tesoro Companies Inc., Tesoro R&M, Tesoro Alaska, Tesoro High Plains, Tesoro Logistics Operations LLC and the General Partner as such agreement may be amended, supplemented or restated from time to time.

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Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.
Organizational Limited Partner” means Andeavor, in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.
Original Restated Agreement” has the meaning assigned to such term in the recitals.
Outstanding” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Securities of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be entitled to be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Securities so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Partnership Securities shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement or the Delaware Act); provided, further, that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly from the General Partner or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that, upon or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Securities issued by the Partnership with the prior approval of the Board of Directors of the General Partner.
Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).
Partner Nonrecourse Debt Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).
Partner Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.
Partners” means the General Partner and the Limited Partners.
Partnership” means Andeavor Logistics LP, a Delaware limited partnership.
Partnership Group” means the Partnership and its Subsidiaries treated as a single consolidated entity.

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Partnership Interest” means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.
Partnership Minimum Gain” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).
Partnership Representative” has the meaning assigned to such term in Section 9.3(b).
Partnership Security” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, General Partner Units, TexNew Mex Units and the Special Limited Partner Interest.
Percentage Interest” means as of any date of determination (a) as to any Unitholder with respect to Units, as the case may be, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder by (B) the total number of Outstanding Units, and (b) as to the holders of other Partnership Securities issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to (x) the General Partner Interest, (y) the TexNew Mex Units and (z) the Special Limited Partner Interest shall at all times be zero.
Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.
Pipeline and Gathering Services Agreement” means the Pipeline and Gathering Services Agreement, dated as of October 16, 2013, by and among, Western Refining Company, L.P., a Delaware limited partnership, Western Refining Southwest, and Western Refining Pipeline, LLC, a Delaware limited liability company, as amended from time to time.
Plan of Conversion” has the meaning assigned to such term in Section 14.1.
Pro Rata” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) when used with respect to Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests and (c) when used with respect to holders of TexNew Mex Units, apportioned equally among all holders of TexNew Mex Units in accordance with the relative number or percentage of TexNew Mex Units held by each such holder.
Purchase Date” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.
Quarter” means, unless the context requires otherwise, a fiscal quarter of the Partnership.

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Rate Eligibility Trigger” is defined in Section 4.9(a)(i).
Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.
Record Date” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.
Record Holder” means (a) with respect to Partnership Securities of any class for which a Transfer Agent has been appointed, the Person in whose name a Partnership Security of such class is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day or (b) with respect to other classes of Partnership Securities, the Person in whose name any such other Partnership Security is registered on the books that the General Partner has caused to be kept as of the opening of business on such Business Day.
Redeemable Interests” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.
Registration Statement” means the Registration Statement on Form S-1 (File No. 333-171525) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.
Required Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).
Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.
Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.
Special Approval” means approval by a majority of the members of the Conflicts Committee acting in good faith.
Special Limited Partner Interest” means a Partnership Security which shall confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to the Special Limited Partner Interest (and no other rights otherwise available to holders of a Partnership Security).

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Sponsor Equity Restructuring Agreement” has the meaning assigned to such term in the recitals.
Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.
Surviving Business Entity” has the meaning assigned to such term in Section 14.2(b).
Target TexNew Mex Maintenance Capital Expenditures” means, initially, $484,455 per Quarter, subject to an increase on the last day of each calendar year, beginning on December 31, 2017, by a percentage equal to the annual change in the Producer Price Index for Finished Goods, seasonally adjusted, as published by the Department of Labor.
Target TexNew Mex Operating Expenses” means, initially, $1,070,901 per Quarter, subject to an increase on the last day of each calendar year, beginning on December 31, 2017, by a percentage equal to the annual change in the Producer Price Index for Finished Goods, seasonally adjusted, as published by the Department of Labor.
Tesoro Alaska” means Tesoro Alaska Company, a Delaware corporation.
Tesoro High Plains” means Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company.
Tesoro R&M” means Tesoro Refining and Marketing Company, a Delaware corporation.
TexNew Mex Allocated Tariff Portion” means 69.80% of the TexNew Mex Tariff in effect from time to time.
TexNew Mex Assets” means the TexNew Mex Contributed Assets, as improved, expanded, or otherwise modified from time to time by the Partnership in its operation of the TexNew Mex Shared Segment.
TexNew Mex Base Amount” means, initially, for each Quarter:

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(a) the product of (i) 13,000 multiplied by (ii) the number of days in the applicable Quarter multiplied by (iii) the Effective TexNew Mex Tariff with respect to such Quarter, minus
(b) the lesser of (i) Actual TexNew Mex Operating Expenses for such Quarter and (ii) Target TexNew Mex Operating Expenses for such Quarter, minus
(c) the lesser of (i) Actual TexNew Mex Maintenance Capital Expenditures for such Quarter and (ii) Target TexNew Mex Maintenance Capital Expenditures for such Quarter;
provided, however, that if at any time the Conflicts Committee approves an adjustment to the TexNew Mex Base Amount with the consent of holders of a majority of the TexNew Mex Units, such adjusted amount shall be the TexNew Mex Base Amount.
TexNew Mex Contributed Assets” has the meaning given to such term in the TexNew Mex Contribution Agreement.
TexNew Mex Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of October 30, 2015, by and among WNRL, WNRL GP, Western Refining, Inc., a Delaware corporation, and Western Refining Southwest.
TexNew Mex Contributed Percentage” means 30.77% (being a fraction (expressed as a percentage) equal to the quotient of (i) $80,000,000 divided by (ii) $260,000,000).
TexNew Mex Pipeline” means the FERC-regulated pipeline extending from WNRL’s crude oil station in Bisti, New Mexico in the Four Corners region to its T Station in Eddy County, New Mexico.
TexNew Mex Pipeline Portion” means that portion of the TexNew Mex Pipeline comprised of the approximate 375-mile segment of the FERC-regulated pipeline extending from WNRL’s crude oil station in Star Lake, New Mexico in the Four Corners region to its T Station in Eddy County, New Mexico.
TexNew Mex Shared Segment” means (i) the business and operation of the TexNew Mex Assets and (ii) all revenue and expenses attributable to the business and operation of the TexNew Mex Assets (including the portion of any joint tariffs attributable to the TexNew Mex Assets, but excluding any other portion of such joint tariffs).
TexNew Mex Shared Segment Distributable Cash Flow” means, for each Quarter:
(a) the product of (i) Actual TexNew Mex Volumes for such Quarter multiplied by (ii) the number of days in such Quarter multiplied by (iii) the Effective TexNew Mex Tariff with respect to such Quarter, minus
(b) Actual TexNew Mex Operating Expenses for such Quarter, minus
(c) Actual TexNew Mex Maintenance Capital Expenditures for such Quarter,

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(d) plus any increase or minus any decrease in deferred revenue attributable to the TexNew Shared Segment with respect to such Quarter, plus
(e) any revenue attributable to the TexNew Mex Shared Segment during such Quarter due to the expiration of any TexNew Mex Credits (as such term is defined in the Pipeline and Gathering Services Agreement) or similar credits contemplated by any other transportation agreement entered into by WNRL and its Subsidiaries with respect to the provision of transportation services on the TexNew Mex Pipeline Portion.
In determining the TexNew Mex Shared Segment Distributable Cash Flow (including any input in the calculation of TexNew Mex Shared Segment Distributable Cash Flow), the General Partner may utilize any methods to allocate revenue, expenses and other items to the TexNew Mex Shared Segment as it determines to be reasonable and appropriate.
TexNew Mex Tariff” means the per barrel rate on file with the FERC encompassing transportation of crude oil the full length of the TexNew Mex Pipeline terminating at the Partnership’s T Station and a segment of pipeline originating at the Partnership’s T Station and terminating at the Partnership’s Mason Station, as such tariff may be in effect from time to time.
TexNew Mex Unit” means a Partnership Interest having the rights and obligations specified with respect to TexNew Mex Units in this Agreement. The term “Common Unit” does not refer to or include TexNew Mex Units.
Trading Day” has the meaning assigned to such term in Section 15.1(a).
Transaction Documents” has the meaning assigned to such term in Section 7.1(b).
transfer” has the meaning assigned to such term in Section 4.4(a).
Transfer Agent” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may be appointed from time to time by the General Partner to act as registrar and transfer agent for any class of Partnership Securities; provided, that if no Transfer Agent is specifically designated for any class of Partnership Securities, the General Partner shall act in such capacity.
Underwriter” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.
Underwriting Agreement” means that certain Underwriting Agreement dated as of April 19, 2011 among the Underwriters, Andeavor, the Partnership, the General Partner, Tesoro R&M and Tesoro Alaska Company providing for the purchase of Common Units by the Underwriters.
Unit” means a Partnership Security that is designated as a “Unit” and shall include Common Units but shall not include (i) General Partner Units (or the General Partner Interest represented thereby), (ii) the TexNew Mex Units or (iii) the Special Limited Partner Interest.
Unit Majority” means at least a majority of the Outstanding Common Units.

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Unitholders” means the holders of Units.
Unrealized Gain” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).
Unrealized Loss” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).
Unrestricted Person” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.
U.S. GAAP” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.
Western Refining Southwest” means Western Refining Southwest, Inc., an Arizona corporation.
Withdrawal Opinion of Counsel” has the meaning assigned to such term in Section 11.1(b).
WMLP Incentive Distribution Rights” has the meaning assigned to such term in the WNRL Merger Agreement.
WNRL” means Western Refining Logistics, LP, a Delaware limited partnership.
WNRL GP” means Western Refining Logistics GP, LLC, a Delaware limited liability company.
WNRL Merger Agreement” has the meaning assigned to such term in the recitals.
Working Capital Borrowings” means borrowings incurred pursuant to a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to the Partners; provided that when such borrowings are incurred it is the intent of the borrower to repay such borrowings within 12 months from the date of such borrowings other than from additional Working Capital Borrowings.
Section 1.2    Construction
Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections

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refer to Articles and Sections of this Agreement; (c) the terms “include,” “includes,” “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
ARTICLE II    

ORGANIZATION
Section 2.1    Formation
The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and the General Partner hereby amends and restates the Original Restated Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.
Section 2.2    Name
The name of the Partnership shall be “Andeavor Logistics LP”. Subject to applicable law, the Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.
Section 2.3    Registered Office; Registered Agent; Principal Office; Other Offices
Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, Delaware 19808, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Service Company. The principal office of the Partnership shall be located at 19100 Ridgeway Parkway, San Antonio, Texas 78259, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be 19100 Ridgeway Parkway, San Antonio, Texas 78259, or such other place as the General Partner may from time to time designate by notice to the Limited Partners.
Section 2.4    Purpose and Business

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The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve the conduct by the Partnership of any business and may decline to so propose or approve free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to so propose or approve, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
Section 2.5    Powers
The Partnership shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.
Section 2.6    Term
The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.
Section 2.7    Title to Partnership Assets
Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the

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Partnership impracticable) to be vested in the Partnership or one or more of the Partnership’s designated Affiliates as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.
ARTICLE III    

RIGHTS OF LIMITED PARTNERS
Section 3.1    Limitation of Liability
The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.
Section 3.2    Management of Business
No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participating in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.
Section 3.3    Outside Activities of the Limited Partners
Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.
Section 3.4    Rights of Limited Partners
(a)    In addition to other rights provided by this Agreement or by applicable law (other than Section 17-305 of the Delaware Act, which is restricted to the extent set forth below), and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon

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reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own expense:
(i)    to obtain true and full information regarding the status of the business and financial condition of the Partnership; provided, however, that the requirements of this Section 3.4(a)(i) shall be satisfied by furnishing to a Limited Partner upon its demand pursuant to this Section 3.4(a)(i) either (A) the Partnership’s most recent filings with the Commission on Form 10-K and any subsequent filings on Form 10-Q and 8-K or (B) if the Partnership is no longer subject to the reporting requirements of the Securities Exchange Act, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act;
(ii)    promptly after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each year;
(iii)    to obtain a current list of the name and last known business, residence or mailing address of each Partner;
(iv)    to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;
(v)    to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became a Partner; and
(vi)    to obtain such other information regarding the affairs of the Partnership as is just and reasonable.
(b)    The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).
ARTICLE IV    

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
Section 4.1    Certificates

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Notwithstanding anything to the contrary in this Agreement, unless the General Partner shall determine otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced by physical certificates. Certificates that may be issued, if any, shall be executed on behalf of the Partnership by the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or any Vice President and the Secretary, any Assistant Secretary, or other authorized officer or director of the General Partner. If a Transfer Agent has been appointed for a class of Partnership Interests, no Certificate for such class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that, if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of the Partnership. With respect to any Units outstanding prior to the effectiveness of this Agreement that are represented by physical certificates, the General Partner may determine that such Units will no longer be represented by physical certificates and may, upon written notice to the holders of such Units and subject to applicable law, take whatever actions it deems necessary or appropriate to cause such Units to be registered in book entry or global form and may cause such physical certificates to be cancelled or deemed cancelled.
Section 4.2    Mutilated, Destroyed, Lost or Stolen Certificates
(a)    If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Securities as the Certificate so surrendered.
(b)    The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued, if the Record Holder of the Certificate:
(i)    makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;
(ii)    requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;
(iii)    if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and
(iv)    satisfies any other reasonable requirements imposed by the General Partner.
If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a

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transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, to the fullest extent permitted by law, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.
(c)    As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.
Section 4.3    Record Holders
The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner hereunder as, and to the extent, provided herein.
Section 4.4    Transfer Generally
(a)    The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction (i) by which the General Partner assigns its General Partner Units to another Person and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.
(b)    No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void.
(c)    Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner or any Limited Partner of any or all of the shares of stock, membership interests, partnership interests or other

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ownership interests in the General Partner or Limited Partner and the term “transfer” shall not mean any such disposition.
Section 4.5    Registration and Transfer of Limited Partner Interests
(a)    The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests. The Partnership shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers are effected in the manner described in this Section 4.5.
(b)    The General Partner shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of this Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.
(c)    Upon the receipt of proper transfer instructions from the registered owner of uncertificated Common Units, such uncertificated Common Units shall be cancelled, issuance of new equivalent uncertificated Common Units or Certificates shall be made to the holder of Common Units entitled thereto and the transaction shall be recorded upon the Partnership’s register.
(d)    By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section 4.9, each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.

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(e)    Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable.
(f)    The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.
Section 4.6    Transfer of the General Partner’s General Partner Interest
(a)    Subject to Section 4.6(c) below, prior to June 30, 2021 the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.
(b)    Subject to Section 4.6(c) below, on or after June 30, 2021 the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval.
(c)    Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner under the Delaware Act or cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.
(d)    For purposes of clarification, the conversion of the General Partner Interest into a non-economic general partner interest in the Partnership as of the date hereof is not a transfer of the General Partner Interest subject to this Section 4.6.
Section 4.7    [Reserved]
Section 4.8    Restrictions on Transfers

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(a)    Except as provided in Section 4.8(d), notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed).
(b)    The General Partner may impose restrictions on the transfer of Partnership Interests if it receives an Opinion of Counsel that such restrictions are necessary to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided, however, that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.
(c)    [Reserved]
(d)    Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.
(e)    Each certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:
THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ANDEAVOR LOGISTICS LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ANDEAVOR LOGISTICS LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ANDEAVOR LOGISTICS LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). TESORO LOGISTICS GP, LLC, THE GENERAL PARTNER OF ANDEAVOR LOGISTICS LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF

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ANDEAVOR LOGISTICS LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.
Section 4.9    Eligibility Certificates; Ineligible Holders.
(a)    If at any time the General Partner determines, with the advice of counsel, that
(i)    the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the federal income tax status) of one or more Limited Partners, has or will reasonably likely have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership (a “Rate Eligibility Trigger”); or
(ii)    any Group Member is subject to any federal, state or local law or regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner (a “Citizenship Eligibility Trigger”);
then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary or advisable to establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partner as the General Partner determines to be necessary or advisable to establish and those Limited Partners whose status as a Limited Partner does not or would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein.
(b)    Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as a Limited Partner (any such required certificate, an “Eligibility Certificate”).
(c)    Such amendments may provide that with respect to any Limited Partner (and its beneficial owners) who fails to furnish to the General Partner within a reasonable period

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requested an Eligibility Certificate and any other information, or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner is not an Eligible Holder (such a Limited Partner an “Ineligible Holder”), the Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner shall be substituted for any Limited Partner that is an Ineligible Holder as the Limited Partner in respect of the Ineligible Holder’s Limited Partner Interests.
(d)    The General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Ineligible Holders, distribute the votes in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter.
(e)    Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Ineligible Holder of its Limited Partner Interest (representing the right to receive its share of such distribution in kind).
(f)    At any time after a holder can and does certify that it has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.10, such Ineligible Holder upon approval of the General Partner, shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the Limited Partner in respect of such Limited Partner Interests.
Section 4.10    Redemption of Partnership Interests of Ineligible Holders.
(a)    If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within a reasonable period of time specified in amendments adopted pursuant to Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:
(i)    The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests

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evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests) and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.
(ii)    The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.
(iii)    The Limited Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or Transferee at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank).
(iv)    After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.
(b)    The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner as nominee of a Person determined to be other than an Eligible Holder.
(c)    Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.
ARTICLE V    

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
Section 5.1    Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights
(a)    Pursuant to this Agreement and the Sponsor Equity Restructuring Agreement, the General Partner Interest (as defined in the Original Restated Agreement) in the Partnership that existed immediately prior to the execution of this Agreement is hereby converted into a non-

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economic general partner interest in the Partnership. As of the execution of this Agreement, the General Partner hereby continues as general partner of the Partnership and holds the General Partner Interest and the Partnership is hereby continued without dissolution.
(b)    Concurrently with the execution of this Agreement and pursuant to this Agreement and the Sponsor Equity Restructuring Agreement, all outstanding Incentive Distribution Rights (as defined in the Original Restated Agreement) are being redeemed by the Partnership and such Incentive Distribution Rights are hereby cancelled.
(c)     Pursuant to the Sponsor Equity Restructuring Agreement and in consideration for the transactions set forth in Section 5.1(a) and Section 5.1(b), the Partnership has issued 78,000,000 Common Units to the General Partner on the date hereof, which issuance is hereby ratified and approved.
Section 5.2    Contributions by the General Partner
Except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.
Section 5.3    Contributions by Limited Partners
No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.
Section 5.4    Interest and Withdrawal
No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act.
Section 5.5    Capital Accounts
(a)    The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership

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Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.
(b)    For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided, that:
(i)    Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement or governing, organizational or similar documents) of all property owned by (x) any other Group Member that is classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equity holder.
(ii)    All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.
(iii)    Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.
(iv)    Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.
(v)    An item of income of the Partnership that is described in Section 705(a)(1)(B) of the Code (with respect to items of income that are exempt from tax) shall be treated as an item of income for the purpose of this Section 5.5(b), and an item of expense of the Partnership that is described in Section 705(a)(2)(B) of the Code (with respect to expenditures that are not deductible and not chargeable to capital accounts), shall be treated as an item of deduction for the purpose of this Section 5.5(b).

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(vi)    In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined under the rules prescribed by Treasury Regulation Section 1.704-3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment.
(vii)    The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).
(c)    A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.
(d)    (i) In accordance with Treasury Regulation Section 1.704- 1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, or the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(a), the Capital Account of each Partner and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated among the Partners at such time pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated; provided, however, that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate to first determine an aggregate value for the Partnership, derived from the current trading price of the Common Units, and taking fully into account the fair market value of the Partnership Interests of all Partners at such time, including with respect to any adjustment pursuant to this Section 5.5(d)(i) during the taxable period (or portion thereof) that begins after December 31, 2016 and ends immediately after the closing of the transactions set forth in the Sponsor Equity Restructuring Agreement, a

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value for the Incentive Distribution Rights and the General Partner Interest owned by the General Partner that is equal to the current trading price of the Common Units received by the General Partner pursuant to the terms of the Sponsor Equity Restructuring Agreement, and then allocate such aggregate value among the individual properties of the Partnership (in such manner as it determines appropriate).
(ii)    In accordance with Treasury Regulation Section 1.704- 1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property(other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Capital Accounts of all Partners and the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated among the Partners, at such time, pursuant to Section 6.1(d) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such method of valuation as it may adopt.
Section 5.6    Issuances of Additional Partnership Securities
(a)    The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.
(b)    Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security.

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(c)    The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest (represented by General Partner Units) into Units pursuant to the terms of this Agreement, (iii) reflecting admission of such additional Limited Partners in the books and records of the Partnership as the Record Holders of such Limited Partner Interests and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading.
(d)    No fractional Units shall be issued by the Partnership.
Section 5.7    [Reserved]
Section 5.8    No Preemptive Right
No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created.
Section 5.9    Splits and Combinations
(a)    Subject to Section 5.9(d), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted.
(b)    Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c)    Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates or uncertificated Partnership Securities to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other

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procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.
(d)    The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (with fractional Units equal to or greater than a 0.5 Unit being rounded to the next higher Unit).
Section 5.10    Fully Paid and Non-Assessable Nature of Limited Partner Interests
All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-607 or 17-804 of the Delaware Act.
Section 5.11    [Reserved]
Section 5.12    Establishment of TexNew Mex Units
(a)    General. The General Partner hereby designates and creates a class of Partnership Interests to be designated as “TexNew Mex Units” and initially consisting of a total of 80,000 TexNew Mex Units issued to Western Refining Southwest in accordance with the WNRL Merger Agreement. In accordance with Section 5.6, the General Partner shall have the power and authority to issue additional TexNew Mex Units in the future.
(b)    Rights of TexNew Mex Units. The TexNew Mex Units shall have the following rights, preferences and privileges and shall be subject to the following duties and obligations:
(i)    Initial Capital Account. The initial Capital Account with respect to each TexNew Mex Unit will be equal to $1,000.
(ii)    Allocations. The TexNew Mex Units shall not be entitled to receive any (i) Net Income allocations pursuant to Section 6.1(a), (ii) Net Loss allocations pursuant to Section 6.1(b) or (iii) except as otherwise provided in Section 6.1(d)(xii), special allocations pursuant to Section 6.1(d) (other than Required Allocations).
(iii)    Distributions.
(A)    The holders of the TexNew Mex Units shall be entitled to receive distributions of Available Cash only to the extent set forth in Section 5.12(b)(iii)(B).
(B)    Prior to making any distributions of Available Cash with respect to any Quarter pursuant to Section 6.3, subject to Section 17-607 of the Delaware

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Act, Available Cash with respect to any Quarter will first be distributed to the holders of the TexNew Mex Units, Pro Rata, as of the Record Date established for distributions to Partners with respect to such Quarter, in an amount equal to eighty percent (80%) of the excess, if any, of (1) the TexNew Mex Shared Segment Distributable Cash Flow with respect to such Quarter over (2) the TexNew Mex Base Amount with respect to such Quarter, less any amounts reserved with the consent of holders of a majority of the TexNew Mex Units in accordance with Section 5.12(b)(iv)(C) to fund Expansion Capital Expenditures or Investment Capital Expenditures with respect to the TexNew Mex Shared Segment (any such amounts, “Holdback Amounts”).
(C)    Promptly following any determination by the General Partner that it will not utilize any portion of any Holdback Amounts in the manner approved by the holders of TexNew Mex Units, the General Partner shall cause such Holdback Amounts to be distributed to the holders of the TexNew Mex Units as of the Record Date for the next regular distribution in accordance with this Section 5.12(b)(iii), Pro Rata, on the date of payment of the next regular distribution in accordance with this Section 5.12(b)(iii).
(iv)    Voting Rights. Except as set forth in this Section 5.12(b)(iv) and Section 13.3(c) and except to the extent the Delaware Act requires that the TexNew Mex Units have a vote as a class on any matter, the TexNew Mex Units shall not have any voting rights. With respect to any matter on which the TexNew Mex Units are entitled to vote, each TexNew Mex Unit will be entitled to one vote on such matter. The General Partner shall not, without the affirmative vote or written consent of holders of a majority of the TexNew Mex Units then Outstanding:
(A)    amend, alter, modify or change this Section 5.12 (or vote or consent or resolve to take such action) or amend, alter, modify or change any other provision of this Agreement in a manner that would have a material adverse effect on the rights or preferences of holders of TexNew Mex Units in relation other classes of Partnership Interests;
(B)    authorize the issuance of any class or series of Partnership Interests with distribution rights that are senior to or on a parity with the TexNew Mex Units;
(C)    reserve any Holdback Amounts or utilize any Holdback Amounts in a manner other than as approved by holders of TexNew Mex Units in accordance with this Section 5.12(b)(iv);
(D)    sell, transfer or otherwise dispose of any material portion of the TexNew Mex Assets; or
(E)    issue any additional TexNew Mex Units.
(v)    Redemption and Conversion Rights. The TexNew Mex Units will be perpetual and shall not have any rights of redemption or conversion.

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(vi)    Certificates; Book-Entry. Unless the General Partner shall determine otherwise, the TexNew Mex Units shall not be evidenced by certificates. Any certificates relating to the TexNew Mex Units that may be issued will be in such form as the General Partner may approve.
(vii)    Transfer of TexNew Mex Units. No holder of any TexNew Mex Unit may transfer any or all of the TexNew Mex Units held by such holder without the prior written approval of the General Partner, unless the transfer complies with any applicable requirements set forth in Article IV and either (A) the transfer is to an Affiliate of the holder or (B) the transfer is to any Person who is, or will be substantially concurrently with the completion of the transfer, an Affiliate of the General Partner.
Section 5.13    Establishment of the Special Limited Partner Interest
(a)    General. The General Partner hereby designates and creates a class of Partnership Securities to be designated as the “Special Limited Partner Interest,” having only the rights, preferences and privileges and shall be subject to the duties and obligations as set forth in this Section 5.13.
(b)    Rights of the Special Limited Partner Interest. The Special Limited Partner Interest shall have the following rights, preferences and privileges and shall be subject to the following duties and obligations:
(i)    Allocations. The Special Limited Partner Interest shall not be entitled to receive any (i) Net Income allocations pursuant to Section 6.1(a), (ii) Net Loss allocations pursuant to Section 6.1(b) or (iii) except as otherwise provided in Section 6.1(d)(xiii), special allocations pursuant to Section 6.1(d) (other than Required Allocations); provided, however, in the event of allocating Liquidation or Sale Loss, any such loss shall not be allocated pursuant to Section 6.1(b)(i) but instead shall be allocated to the holder of the Special Limited Partner Interest and to the Unitholders in accordance with, and in proportion to, the positive balances of their respective Capital Accounts (provided, that such loss shall not be allocated to any Unitholder to the extent that such allocations would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account)); and then any remaining Liquidation or Sale Loss shall be allocated pursuant to Section 6.1(b)(ii).
(ii)    Distributions. Except as set forth in Section 12.4 with respect to an event of dissolution and liquidation of the Partnership, the holder of the Special Limited Partner Interest shall not be entitled to any distributions.
(iii)    Voting Rights. Unless otherwise required by the Delaware Act, the Special Limited Partner Interest shall not be entitled to vote on any matters, whether or not any other Partners are entitled to vote thereon.
(iv)    No Certificates. Unless the General Partner shall determine otherwise, the Special Limited Partner Interest shall not be evidenced by certificates. Any certificate

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relating to the Special Limited Partner Interest that may be issued will be in such form as the General Partner may approve.
ARTICLE VI    

ALLOCATIONS AND DISTRIBUTIONS
Section 6.1    Allocations for Capital Account Purposes
For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below.
(a)    Net Income. After giving effect to the special allocations set forth in Section 6.1(d), Net Income for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable period shall be allocated as follows:
(i)    First, to the General Partner as necessary to eliminate any deficit balance in the General Partner’s Capital Account; and
(ii)    Second, the balance, if any, to the Unitholders, Pro Rata.
(b)    Net Loss. After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:
(i)    First, to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); and
(ii)    Second, the balance, if any, 100% to the General Partner.
(c)    [Reserved]
(d)    Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such taxable period:
(i)    Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704- 2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation

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of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii)    Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) and other than an allocation pursuant to Section 6.1(d)(i), Section 6.1(d)(vi) and Section 6.1(d)(vii) with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii)    Priority Allocations. If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution. For the avoidance of doubt, this Section 6.1(d)(iii) shall not apply with respect to any disparity between a distribution to a Unit compared to (A) a distribution to a TexNew Mex Unit or (B) a distribution to a Common Unit subject to the conditions imposed by Section 6.4.
(iv)    Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704- 1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5), or 1.704- 1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account as adjusted after all other allocations provided for in this

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Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.
(v)    Gross Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if Section 6.1(d)(iv) and this Section 6.1(d)(v) were not in this Agreement.
(vi)    Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.
(vii)    Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.
(viii)    Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated with and under any method approved by the applicable Treasury Regulations promulgated under Section 752 of the Code as chosen by the General Partner.
(ix)    Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in

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which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
(x)    Economic Uniformity; Changes in Law. For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. For the avoidance of doubt, the General Partner shall make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss to provide uniformity to Common Units subject to the conditions imposed by Section 6.4 in preparation for a transfer of such Common Units (other than a transfer to an Affiliate).
(xi)    Curative Allocation.
(A)    Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. In exercising its discretion under this Section 6.1(d)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations.

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(B)    The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xii)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(d)(xii)(A) among the Partners in a manner that is likely to minimize such economic distortions.
(xii)    Allocations for the TexNew Mex Shared Segment and the TexNew Mex Units.
(A)    For each taxable period that any TexNew Mex Units are Outstanding, immediately following the application of Section 6.1(d)(iii), the holders of the TexNew Mex Units shall be allocated, Pro Rata, gross income or gain until the aggregate amount of such items allocated to the holders of the TexNew Mex Units pursuant to this Section 6.1(d)(xii)(A) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all distributions made to the holders of the TexNew Mex Units pursuant to Section 5.12(b)(iii).
(B)    For each taxable period that any TexNew Mex Units are Outstanding, the holders of TexNew Mex Units shall be allocated, Pro Rata, an amount equal to the sum of (1) the product of (x) the TexNew Mex Contributed Percentage times (y) the amount of depreciation, amortization, depletion or any other form of cost recovery attributable to the TexNew Mex Contributed Assets for such taxable period, plus (2) the amount of depreciation, amortization, depletion or any other form of cost recovery attributable to any Expansion Capital Expenditures or Investment Capital Expenditures funded by the Holdback Amounts. Any depreciation, amortization, depletion or any other form of cost recovery attributable to the TexNew Mex Contributed Assets or any Expansion Capital Expenditures or Investment Capital Expenditures not allocated pursuant to this Section 6.1(d)(xii)(B) shall be allocated to the Partners other than the holders of the TexNew Mex Units in accordance with Sections 6.1(a) through 6.1(c).
(C)    For each taxable period that any TexNew Mex Units are Outstanding, any items of Unrealized Gain or Unrealized Loss associated with the TexNew Mex Assets, or gain or loss recognized from the sale, exchange or other disposition of all or substantially all of the TexNew Mex Assets, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group) shall be allocated among the holders of TexNew Mex Units, Pro Rata, and the Partners other than the holders of the TexNew Mex Units in a manner that is designed to provide that (1) the Partners other than the holders of the TexNew Mex Units will bear 100% of the economic benefits and burdens associated with the TexNew Mex Assets having a fair market value of $180,000,000 or less at the time of such allocation, (2) the holders of the TexNew Mex Units will bear 100% of the economic benefits and burdens associated with the TexNew Mex Assets having a fair market value of more than $180,000,000 but not more than $260,000,000 at the time of such allocation, and

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(3) the economic benefits associated with the TexNew Mex Assets having a fair market value of more than $260,000,000 at the time of such allocation being borne 80% by the holders of the TexNew Mex Units and 20% by the Partners other than the holders of the TexNew Mex Units. Any amounts allocable to the Partners other than the holders of the TexNew Mex Units pursuant to the principles set forth in this Section 6.1(d)(xii)(C) shall be allocated in accordance with Sections 6.1(a) through 6.1(c).
(xiii)    Special Limited Partner Interest Cost Recovery Deductions. For any taxable period ending after the effective time of the transactions contemplated by the WNRL Merger Agreement, any and all cost recovery deductions available to the Partnership with respect to the underlying Partnership assets attributable to the prior capital account in WNRL associated with the WMLP Incentive Distribution Rights may, at the General Partner’s discretion, in whole or in part, be allocated to the holder of the Special Limited Partner Interest until the portion of the Capital Account with respect to such Special Limited Partner Interest that is attributable to the WMLP Incentive Distribution Rights is reduced to zero. In order to effect the allocations pursuant to this Section 6.1(d)(xiii) and in maintaining the Partnership's Capital Accounts, the General Partner shall apply the "keep-your-own" method of accounting with respect to the portion of the Capital Account with respect to the Special Limited Partner Interest that is attributable to the WMLP Incentive Distribution Rights.
Section 6.2    Allocations for Tax Purposes
(a)    Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.
(b)    In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(d)(x)); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events.
(c)    The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct

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interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.
(d)    In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
(e)    All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.
(f)    Each item of Partnership income, gain, loss and deduction, for federal income tax purposes, shall be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of each month;